Buried Secrets
by Transformer Author Spotlights
Summary: BW :: third in Seer Arc :: After the Vok's brutal attack reshapes pre-historic Earth's lands, a strange alien artifact surfaces. Its ancient secret may cost the other Beast Warriors their lives... if they're lucky. But Cheetor may lose something more...
1. Part I

_Proxy Note(s)_: Proudly introducing Nicki's third story in what I call her Seer Arc, "Buried Secrets"! It is my top favorite among Beast Wars fiction (and probably even Transformers fiction). Now, start reading so you will see why!

_Disclaimers_: Transformers is owned by Hasbro and its various licensees. Story plot and any characters contained herein which are not part of Transformers: Beast Wars are the intellectual property of Nicki Ellsesser, whom I am fairly certain did not earn anything other than emotional fulfillment. This story is presented as closely to the author's original as possible while conforming to FFN's formatting restrictions. Changes (spelling, grammar, formatting correction) were explicitly permitted by the author.

_Claimer_: I mostly wrote the summary. Suggestions for its improvement are welcome. Original summary - "Another strange alien artifact is unearthed, and with it an ancient secret that may end up costing the other Beast Warriors their lives, and Cheetor his sanity. Third in a series."

* * *

Beast Wars and all related belong to Hasbro. The story, its original contents and ideas, and any original characters belong to the author and cannot be used or reprinted without the author's permission.

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**Buried Secrets (PG)**

by Nicki Ellsesser

-

**Part I**

It hung against the velvet blackness of space, a glowing orb of blues, greens, and whites. A nameless planet; insignificant compared to the countless other heavenly bodies that inhabit the barely controlled chaos that is the Universe. Still, if the coldly burning light of the stars that stood watch over the planet could have found voice, they could have told of the importance of this single ball of rock and water. They could have spun a tale of pain and terror; of bloodshed and loss. But most of all, they could have told of a terrible secret. A secret jealously guarded by the beings that claimed the planet as theirs.

The planet had suffered much within the last few months, perhaps more than it had ever suffered in its life. The swath of destruction cut by the vengeance of its faceless owners still burned raw across the landscape. Searing lava had pierced its rocky prison and altered many places beyond recognition; stately forests lay in ruins; the earth itself had shifted and cracked, resettling into new shapes.

And amidst the shifting, something long buried in the bowels of the earthen crust swam to the surface. Something never again meant to see the light of day burst forth.

The planet trembled in terror.

ﺦ

It had known fear in Its life. It had nearly gone mad with fear when the creatures known as Predacons had attacked It, draining Its life away. It had cowered in abject horror when the beings that controlled Its home had returned and expressed their displeasure with the Maximals and Predacons through a rain of fiery death from the heavens. Even now, It ached with the pain of Its home and the loss of so many of Its children. And now, once again the bitter burning of fear surged through It as something intruded on Its senses; something It had hoped had been lost forever in the unforgiving embrace of the countless centuries.

It knew what the strange new power It felt meant. It knew without a shadow of a doubt that a vicious cycle of destruction It had thought long ago put to rest was about to begin anew. It knew It was powerless to prevent the catastrophe that was looming on the horizon.

The time of Its usefulness in such matters had passed. There were only a few beings that could hope to save them all from the threat. It knew what It had to do. Yet, It hesitated. It also knew what this could mean for one It had come to regard as one of Its own children. One whom It had silently watched over ever since It had said what should have been Its final goodbye. If Its suspicions were correct, and It knew they were, the danger posed to Its children was unimaginable. And the possible danger posed to the one It knew It had to call was equally so.

_Gods above, I have no choice._

Slowly, gently, the being that called Itself the Guardian reached out and sought a particular Presence – the unmistakable Presence of an untrained Seer. Inwardly It shuddered as It touched on the aura surrounding the Seer. The Sight had truly gifted this one! With the right guidance... but now was not the time for such musings. It didn't know how much time It had and they needed to be prepared for the worst. It paused a moment and silently begged forgiveness for what It was about to involve him and his comrades in.

_Cheetor_, It called.

ﺦ

If its creators could have seen it now, they would have wept over its sad condition. The once-gleaming metals were dull and crusted over with filth and grime. The symbols that adorned the surface of it were all but gone, worn away by time. A once proud and fierce weapon lay broken and dilapidated. But it still worked. Oh yes, it still functioned as well as it had the day it was constructed, a lasting tribute to the engineers who had poured their talents into it. Had anyone been near enough to it, they would have felt the power that radiated off the scarred surface, they would have felt the chill that permeated the air near it. They would have felt the stillness of the surroundings, as though the planet itself were holding its breath; waiting for the inevitable as an age-old conflict began anew.

ﺦ

Fire and darkness, as far as the eye could see. The air was rent with the cries of the wounded and lusty battle calls. Acrid smoke glowing an eerie red from the flames hung in the sky. They marched on, grimly determined to crush their enemies. Fire and shadows. Fire against the dark. Fire and more fire. Fire…

"No!" Cheetor snapped back to reality scant seconds before slamming into a spire of rock and banked sharply to the left. "Wha—? What happened?" Shaken to the core, he dived towards the ground and landed on an outcropping of rock in the canyon he was patrolling. Where had that come from? He'd just finished his circuit and was preparing to return to the Axalon, when… Fire. Everywhere the red glow of fire. And the shadows, there was something terrible in the shadows. Something he had to see…

Cheetor shook his head violently as he realized he was about to lose track of his surroundings again. Deep within him, the first tendrils of fear unfurled. What was happening? Sighing, he glanced up at the sky, still heavily obscured by the thick storm clouds that hung over much of the blistered landscape and thought about the one person who could perhaps answer the question. More and more often of late, he had wondered about the fate of the rest of the planet; or more specifically, the being that seemed to reside within the planet.

In the months since he had encountered the Guardian, he had occasionally felt the soft brush of Its presence. Just checking up on him, he supposed, since It never spoke. Even those infrequent contacts had ceased, however, when the aliens' satellite had fired upon the planet. He wished there was some way he could know if It were all right. He wished he could speak with It. Perhaps It would have been able to explain the strange vision.

As if in answer to his unspoken thoughts, Cheetor suddenly became aware that he was no longer alone on the outcropping. It was nothing more than the feeling of another presence, a gentle and warm touch in the back of his mind. Others might have been frightened by the unexpected invasion, but Cheetor welcomed it with a surge of happiness. So the Guardian still lived, and if It had been injured, It was at least sufficiently recovered to seek him out. He reveled in the feeling for a moment, the fierce protectiveness and unconditional love for Its children that the Guardian radiated, fully expecting it to fade after a few seconds, as all the other links had.

_Cheetor_. The soft word drifted across his thoughts and he started in surprise.

_It's you! How did you know I wanted to talk to you? I've been worried_, he sent back, eager for a chance to speak with his strange friend again.

It felt an unexpected rush of warmth at the concern and relief in the Seer's 'voice'. He really had been worried about It. Another flash of guilt surged through It; It had no right to involve them in this. Abruptly, It picked up on a poorly hidden image in the Seer's mind — the fire, the shadows. It was all It could do to keep from crying out in horror. Everything was beginning again, and the Seer was already picking up on it. Inwardly, It steeled Its resolve. There was no other choice.

_I am glad you and your comrades escaped unharmed. That is a new look for you, is it not?_ The last was added in a gently teasing tone.

_Oh, yeah, I guess it is. It's way cool, too!_ It "smiled" wistfully at the unbridled enthusiasm. It had so few moments with any of Its children, much less one that could actually converse with It.

_Cheetor, there is something you must know of. There is danger here young Seer, danger to us all._ Cheetor's heart sank at the tone of the Guardian's voice. Fire and shadows, something in the shadows... He banished the thought resolutely, now was not the time.

_What's going on?_ he asked quietly, silently praying that it wasn't as bad as he thought it was.

_There is an ancient power gathering its strength, young Seer. What was swallowed by the earth now is risen again. Darkness is falling over us, Cheetor. You and your kind must prepare for what is ahead._

_Prepare for what?_ Without warning, a wave of desperation washed over him; desperation more acute even than when he had first sensed the Guardian as It was being attacked by the Predacons.

_There is little time, young Seer. Already they gather. Warn your friends!_ And then, as quickly as It had come, It was silent again. Cheetor called out to it in vain for several minutes, until it became obvious that the Guardian wasn't going to answer.

"Geez, you could've at least given me a hint," he muttered as he once again took to the air. As often as he did it, he could never stop himself from marveling at the sensation of flight. To watch the ground below him as the cool wind rushed over his body was pure joy. Now he understood what Optimus and Airazor had felt every time they had taken to the air. He reluctantly pulled his attention from the marvelous freedom of flight and back to the situation at hand. Given the results he had gotten the last time he had tried to convince the others of the importance of one of the Guardian's messages, it was unlikely Optimus would listen to him based on just the vague facts he had been given.

"Prepare for what?" he asked aloud. His only answer was the soft whine of the wind as he cut through the air.

_Fire and shadows, something in the shadows._ Cheetor slammed the disturbing image to the back of his mind, refusing to let it consume him again. He had bigger things to worry about.

_Fire and shadows, endless fire and shadows. _

-

Had It done the right thing? Sending them into the coming battle with so little information…

_No choice, I have no choice_, It repeated to Itself endlessly, and felt Its belief in the words slip steadily away with each repetition. There were things the Seer and his friends could never find out, would never find out if It had any say in the matter. It feared for the Seer and his comrades, though. It cared for the Seer as deeply as It cared for any of Its children and though It was somewhat indifferent to the rest of his team, It certainly bore them no ill will. In their own way, they fought to protect Its children as well. It didn't want them to be hurt.

_What must be, will be. But gods above, protect them. Protect them all._

ﺦ

Ancient power cells stuttered back to life, filling the still night air with a low hum. Relays and circuits struggled through the grit that encased them and once again began steadily working at their purpose. A sinister ruby light glowed in the center of the device, growing brighter by the second. The light flared white hot for an instant before it shot forth into the night, giving the sky a brilliant red sheen. The light dimmed a moment later, and settled back into the frame of the device, glowing, pulsing with power.

A moment later, something came through.

Whomever had first said that knowledge is power had long been forgotten. But the sentiment, the truth of that saying had become almost universal, with a version of the proverb found in almost every culture and civilization in existence. Knowledge was power; information was the ultimate advantage; data was invaluable.

The last vestiges of the eerie red glow faded from the filthy components of the newly unearthed machine and for the first time in centuries, a piece of a past long forgotten roamed freely over the scarred surface of the planet. Its spider–like legs gleamed a dull silver as it skittered over the dirt and a single sensor glowed continuously as it received, stored, and transmitted data. Knowledge was power; and at that moment someone, somewhere was amassing a great deal of it.

-

_Gods above, no! They couldn't have acted so quickly. I need more time! _Deep in Its heart, however, the Guardian acknowledged that Its time had run out. It watched the sensor crawl over Its home, poking and prodding and collecting sample after sample. All of the information the sensor gathered would soon be used against those It cared for most-- Its children. It had already lost so many, It couldn't bear to lose more. But there was nothing It could do but pray that the Seer and his teammates were strong enough to face the coming danger.

And try to ignore the tiny voice in Its heart that whispered, _Coward_.

ﺦ

As he cut through the rapidly cooling night air, several scenarios were played out and subsequently rejected in Cheetor's mind. He couldn't exactly stroll into the Axalon and casually announce the information, scanty as it was, the Guardian had given him. For days after his first encounter with It, Rattrap had asked him about his 'imaginary friend' every time they had passed each other and he doubted his friends would be any more receptive this time around. Cheetor growled in frustration as the Axalon loomed on the horizon and he was forced to toss out the last of the plans he had formed. He landed with only a little clumsiness, he was pleased to note, but his shoulders slumped again as soon as the lift lowered. There were only two ways he could make Optimus aware of this threat the Guardian had seemed so worried about: tell him all about the Guardian, which he was not at all willing to do; or make up another bold-faced lie to explain how he had once again come by such knowledge.

"What a choice," he muttered as the lift began to ascend into the Axalon. His distaste at the thought of lying to Optimus was almost palpable. The art of telling falsehoods had never come easily to him, it simply went against his nature. It appeared, however, that it was the only option he had, besides letting them all sit around waiting for the danger to strike, which wasn't really an option at all. And there would be danger, which he knew with uncanny certainty. Funny, that had been happening more and more often of late.

Cheetor mentally shrugged and rehearsed what he could say as he transformed to robot mode and slowly walked down the gleaming corridor of the Axalon to the helm. When he reached it, however, the problem seemed to have been taken out of his hands. Optimus, Rhinox, and Rattrap were all crowded around Rattrap's sensor screen, staring intently at the scrolling data.

A sudden feeling of unease descended on Cheetor as he came up behind them, but he pushed it aside. "What's up, Big Bot?" he asked with forced lightness.

Optimus turned slightly and nodded to him before turning back to the screen. "Cheetor, good, we were just about to radio for you. Rhinox is picking up some unusual energy signatures in grid Nine. I want you and Rattrap to head over there and check it out."

Cheetor's eyes flicked to the screen and the multitude of readings it displayed. While computers were more Rhinox's territory and the display made little actual sense to him, it certainly didn't take a genius to note the sudden spike of unidentified energy output.

Abruptly, the display changed to a three dimensional map of the area, with the affected region highlighted in red. That area, there was something familiar. _Fire and shadows, something in the shadows. Stay away, stay away!_

"Hey kiddo!" It sounded as though it was not the first time Rattrap had called him. The disturbing image of flames and darkness retreated once again and left Cheetor staring at an obviously irritated Rattrap.

"Huh?"

Rattrap sighed, reached up and rapped lightly on Cheetor's forehead. "Anybody home? I said, let's get goin'. Rover's gonna meet us there."

Cheetor nodded absentmindedly and turned to follow Rattrap. As he passed Optimus, however, the taller bot laid a hand on his shoulder. "Is something wrong?"

Slag. So he wasn't as good at covering things up as he had hoped. _Wrong? Let's see, our lives are in danger, only I don't know why. If I try to tell any of you about it, you'll think I'm nuts. The only one who does know what's going on won't even give me a clue. And oh yeah, I'm totally zoning out every ten cycles on pictures of bonfires._ "Nope, I'm fine, Big Bot."

Optimus' eyes narrowed in concern, but he waved Rattrap and Cheetor off. The two bots quickly vanished down the lift and a moment later the faint sounds of Rattrap peeling out and Cheetor firing up his jets reached Optimus and Rhinox. "What was that about?" Rhinox asked quietly without looking up from his screen.

Optimus glanced over at his friend and shook his head slightly. Even when he seemed totally absorbed in his work, the large Maximal was acutely aware of what was going on around him. "Hopefully, nothing." Optimus didn't elaborate further and Rhinox didn't ask. He'd learned a long time ago that waiting until people were ready to talk usually got better results. Still, he hadn't missed the oddly blank look on Cheetor's normally expressive face as he had studied the computer's data, nor the worried glances Optimus had shot the younger Maximal as he and Rattrap had left. Never a dull moment in the Axalon.

ﺦ

The sensor transmitted the last of its data and shut down, its job finished. Once again, the eerie red light filled the sky, blotting out the hazy silver glow of the moon. Instead of moving towards the device, however, the sensor emitted a high-pitched whine and suddenly exploded in a shower of sparks. The sensor had completed its task; all that remained was to make use of the data it had collected.


	2. Part II

_Proxy Note_: Double update! Go back one please.

* * *

**Part II**

Grid Nine was well within Maximal boundaries, but the area had never been extensively explored. Now Rattrap knew why. The place was a wasteland, barren of any plant life and ringed with craggy spires of rock that cast deep shadows across the broken terrain. "Oh yeah, dis is just beautiful. Remind me to do Optimus a favor sometime," Rattrap grumbled as he bounced roughly over the uneven ground. "Go check dis out, see what dat is. Hey Kiddo, ya see Sir Gawaine anywhere?"

Cheetor gave no sign that he had heard and Rattrap grit his teeth. "What is with dat kid?" he muttered to no one in particular. "Yo Spots, will you wake up and pay attention! Dat's a good way ta get your tail fried."

"Yeah, whatever. What did you want?"

"Can ya see Silverbolt yet?" Rattrap repeated, ignoring Cheetor's unusual surliness. Cheetor glanced around and quickly spotted their teammate crouched on a ridge overlooking their target area.

"Yup. He's on that ridge to your left, about five meters up."

"Oh joy, ya mean I have ta climb up there?" Rattrap's dismay at the thought was apparent.

"Looks like it. Unless you want me and Silverbolt to carry you."

"Hah!"

"Thought so. See you up there then." Rattrap eyed the steep incline that was the only path to Silverbolt's position as Cheetor streaked away and landed next to their teammate. It wouldn't be easy on his tires, but given the alternative…

"Eh, if rats were meant ta fly we'd have wings."

-

Silverbolt's shocked expression should have warned Cheetor that something was happening. Something big. So wrapped up was he in his own thoughts, however, that he didn't even notice his teammate's stricken state until he landed beside him.

"Hey Silver, what's sha… kin'?" Cheetor's voice trailed off as he followed Silverbolt's line of sight. His breath caught in his throat and he was sure the flow of mech-fluid through his circuits increased a tenfold.

_Run, run! Have to get away. Fire, everywhere the fire. They're coming!_ Cheetor moaned softly as the visions assaulted him and a feeling of sheer panic rose within him. _Please no!_ _Fire and shadows, look, look! Stay away, run! Hatred… so much hatred._ Dimly, he heard someone talking to him and he concentrated on that voice, used it to force the pictures and feelings away yet again. "—no activity as of yet. Are you certain this is the source of the energy spike?" Silverbolt finally tore his eyes away from the scene before them and turned to his comrade, apparently unaware of what had just transpired.

"Uh, yeah."

Silverbolt was slightly puzzled by his teammate's answer. True, he had not been a member of the Maximals for very long, but he had come to know Cheetor as a creature of boundless energy and enthusiasm. Such listlessness was not like him at all. Still, he supposed it was only natural to be in awe of what lay in the ravine below them.

"Hey, you two on a coffee break or what?" Rattrap's voice sounded from behind them. Silverbolt merely stepped aside to let him see for himself what had frozen them both to the spot. "Sweet Primus!"

"Indeed."

Rattrap shoved past Silverbolt to get a better look, not fully believing his optics. "It— it looks like a Space Bridge," he breathed, for once foregoing his usual cynical remarks.

It did slightly resemble the old Cybertronian space bridges, with the metal components laid out in a roughly circular pattern on the ground and a rather obvious control panel at the head. Beyond that, however, it was totally alien. Sharp metal projections bristled on almost every surface and two metal posts arched upwards into the night. Rattrap hastily transformed and activated his comlink, only to be greeted with the soft hiss of static. The small Maximal frowned slightly there couldn't be any energon interference in this area…

It wasn't energon.

Without warning, every projection on the machine began to gleam with red light and the air was filled with a crackling sound as currents of energy raced along the structure. "Oh boy, dis can't be good," Rattrap groaned. Of course something had to happen. Of course it would happen the moment they discovered they were cut off from base. "Man oh man, sometimes I feel like I'm livin' in a slaggin' cartoon show!"

Silverbolt and Cheetor tore their optics away from the spectacle to glance at him oddly for a moment. "Much as I hate to run from a threat, perhaps it would be prudent to withdraw until we know just what this is," Silverbolt sighed, narrowing his eyes. This whole situation had given him a bad feeling from the moment he had crested the ridge. Retreat, however, was no longer an option.

With a thundering crash, the two arms lowered and met, forming an arch over the machine and the energy converged on them, causing them to glow with the same strange red light. "Duck!" Silverbolt shouted as the light flared blindingly. All three Maximals hit the dirt, feeling the tremors that raced through the ground.

And as suddenly as it started, it stopped. The light dimmed, leaving a glowing red circle under the arch. Cheetor stared down at it, wanting to shout at his friends to run as far away from it as they could. For several creatures had passed out of the light and now stood staring up at their position.

A moment later, the rocky ridge they were standing on crumbled away under the onslaught of laser fire. _Fire and shadows._

-

Rattrap hadn't even had time to think about reacting before the ground beneath his feet suddenly vanished and he found himself plunging down the nearly vertical incline towards the strange machine… and their assailants. The sound of shattering rock drowned out all else and enormous clouds of dust obscured what little moonlight there was. Out of the corner of one optic he had seen Silverbolt and Cheetor crash into each other before continuing to tumble down the ridge in a tangle of golden feathers and turquoise metal.

"Aw geez, this is gonna hurt. Rattrap – Maximize!" The transformation sequence was punctuated by many a cry of pain and muttered curse as Rattrap's body was by turns pummeled by rock and slammed into the unforgiving ground. After what seemed like an eternity, but could only have been a few seconds, he skidded to a halt and lay stunned on the cold earth. Silverbolt and Cheetor came to a rest a few feet to his left in an ungraceful heap. "Whoa, stop the ride – I want off," Cheetor moaned, and pushed Silverbolt off of him.

Rattrap spared them only a cursory glance before returning his attention to the situation at hand – and the muzzle of the weapon he suddenly found himself on the business end of. Dimly, he heard Silverbolt gasp in a mixture of horror and awe, but found it impossible to concentrate on much of anything but the creature before him. _That's it, this time we really are gonna die._

ﺦ

"Slag." The softly muttered word was all it took for mild concern to become full blown, gut-wrenching worry. Optimus was at Rhinox's side almost immediately, demanding to know what had happened. "We've lost contact with Rattrap, Silverbolt, and Cheetor."

"Maybe the mountains are interfering with transmissions," Optimus suggested, though he didn't really believe it could be something so simple.

"Already thought of that, but the readings in grid Nine spiked again just before their signal broke up."

Optimus frowned and studied the screen which indeed showed another burst of energy output, larger than before. "Any chance the Predacons could be causing this?"

Rhinox considered a moment, before slowly shaking his head. "Whatever it is, it's too big for them to have set it up without our noticing. They've certainly picked up on it by now, though."

In a split second, Optimus made a decision. "Call Dinobot in and put Sentinel on full alert. I'm going out there."

"Be careful Optimus; one thing I'm sure of – this isn't natural."

Optimus inclined his head to the Maximal scientist and exited the bridge, transforming into beast mode as he went. A moment later, a metallic gorilla on a hoverboard streaked away from the Axalon and was quickly lost to sight.

ﺦ

Rattrap knew with absolute certainty that the image of the alien creatures before him would haunt him 'til his dying day. To call them intimidating would be an almost criminal understatement. Each figure before him was easily a full head taller than Megatron himself, and though their bodies were for the most part humanoid, the resemblance to any species Rattrap knew of ceased there. Their skin was a mottled dark green shot through with veins of sickening purple that seemed to pulse slightly with each movement. Their arms were adorned with wickedly sharp horns and their hands ended in long talons in which some kind of energy discharge weapons were tightly clasped. Worst of all though, were the eyes. They were but soulless pits of smoldering red fire that regarded the three Maximals as though they were a group of insects about to be dissected. Everything about these creatures gave off an air of icy malice.

'_Figure of authority' my skidplate! If they wanted to impress us, they coulda just dropped by like this_, Rattrap thought to himself, staring up at what could only be their less-than-gracious alien hosts. Without warning, the creature nearest to him shoved the muzzle of its weapon under his throat and gestured to its companions, who eagerly repeated the action with Silverbolt and Cheetor.

"Unidentified life forms secured." The voice was harsh and grating, the words barely recognizable. Rattrap felt a thrill of fear sweep through him even as he expertly slipped his fingers through the trigger of his own weapon. This was going to be tricky…

"Classification?" Another of the beings spoke, obviously the leader of the small party judging by the way the others snapped to attention at the sound of its voice. The creature covering Rattrap cocked its head at him and a small smile curved its oily lips.

"Hostile. Suggest course of action."

The creature stared at Rattrap a moment before hissing out a single word.

"Termination."

-

Silverbolt was sure that they had been caught between the proverbial rock and a hard place. Rattrap was the only one who had had the presence of mind to transform and though his and Cheetor's beast modes could be quite formidable, there was very little they could do while pinned down by the nightmarish invaders.

He was therefore elated when Cheetor gently nudged him with one paw and discreetly flicked his optics to Rattrap. Silverbolt didn't dare move his head to see what the small Maximal was doing, but he tensed slightly and prepared to spring at their attackers. He didn't have to wait long.

As the creature holding Rattrap prisoner tightened its finger on the trigger of its weapon, Rattrap let out a wild cry and whipped his own gun from behind his back, taking aim even as he rolled away from his startled attacker. As had been expected, the others were momentarily shocked by the sudden turn of events, giving Cheetor and Silverbolt the opportunity to lunge forward and tackle their opponents to the ground. To their credit, the aliens recovered their composure quickly, but not before two simultaneous cries of "Maximize!" rang out.

Silverbolt instantly took to the air and peppered the cluster of enemies below him with missiles, which forced them to scatter. His yellow optics narrowed dangerously as he dove towards the ground, firing as fast as he could reload. A moment later the emerald glow of Cheetor's weapon lanced into the fray. Between the two of them, they managed to force the aliens to take cover, giving the Maximals a much-needed chance to regroup. Cheetor laid down coverfire as Silverbolt landed beside his companions and Rattrap frantically screamed into his comlink.

"Rattrap to base! Rhinox, come in! Slag it, nothin' but static."

"Why am I not surprised?" Cheetor asked rhetorically. Their occasional bursts of laser fire were holding the aliens at bay for now, but Cheetor doubted it would last much longer. He was proven right scant seconds later when a beam of violet light streaked over the boulders they had taken shelter behind and struck the earth near Silverbolt's foot. To their shock, the energy didn't dissipate, but rather puddled on the ground and glowed white-hot. Rattrap's jaw dropped as the dirt and rock began to hiss and steam and finally boil.

"Sizzlin' circuits!"

"Well kiddo, ya got the sizzlin' part right. Oh boy."

ﺦ

He cursed himself for allowing that… that thing to get the drop on him. Oh, he had heard of their kind; non-organics that nonetheless had hearts and minds of their own. He had hoped never to meet such a strange creature. Still, they would make fine prizes for the Overlord – if only he and his squadron could capture them.

Silently, he considered the situation. They outnumbered the metal beings two to one and though the creatures fought with inferior weaponry, they did so with admirable skill. This would truly be a worthy hunt. With feral grin, he signaled his teammates to split up, hit their quarry from both sides at once. As he himself prepared to follow them, he automatically began siphoning energy into his weapon, both from his own body, and the environment around him. It was a simple action, one he did without thought, yet this time something was different. The energies shifted in a way that he had only felt once as a youngling in the Overlord's court. All around him, the eyes of his comrades widened in shock. No, it couldn't be. But it was.

"A Seer," he hissed to himself. Things had just gotten infinitely more interesting.

ﺦ

Cheetor plastered himself against the side of a boulder as blasts began to rain down on them. Soon all he could hear was the hissing of steam as the aliens' attack began to quite literally melt their hiding place away. He took a chance and leaned out of cover far enough to squeeze off a few shots of his own and narrowly avoided getting a face full of the 'glop', as he had dubbed it. Why weren't they advancing?

_The air, reeking of sweat and fear._

No.

_All around him, terrible heat as more and more of the burning energy rained down._

No, please no. Not now!

_Coming, they were coming. Any moment now._ Dimly, Cheetor heard his own voice pleading for reprieve from the dreadful pictures, but to no avail. Already he was lost in them.

_He waited, knowing that if they lost this sector, there would be nothing to stand between the invaders and the city. Flames licked hungrily at every piece of greenery, leaving the beautiful park barren and scorched. Just in front of him, the enemy was marching forward, heralding their advance with a storm of energy discharges that burned through anything they touch._

_Not long now. Suddenly, a scream!_

_They were all around him! Swarming in from the sides… oh, how could he have been so stupid? Flash of agonizing pain, and then nothing._

_Nothing but the fiery eyes staring down at him in triumph._

_Fire and shadows all around him. Nothing but fire and shadows._

-

Silverbolt crouched low and flattened himself against the rough surface of the boulder. Acrid smoke rose up all around him as again and again, the ground and rocks were struck by the aliens' strange weapons. If the blasts could melt solid granite into liquid, Primus only knew what it would do to them.

A soft gasp drew his attention away from the danger and to his teammate, who was staring straight ahead with what could only be described as a haunted look in his emerald optics. Immediately, Silverbolt laid a hand on Cheetor's shoulder, concern for his teammate overruling his concern for the battle. Cheetor flinched slightly at the contact, but snapped out of his daze.

"What—" Silverbolt began, but Cheetor interrupted.

"We've gotta move," the young Maximal said, even as he sent a quick burst of laserfire towards their opponents' general position.

"Move? You got a wire crossed somewhere, kid? We'll all be puddles of slag in a microsecond."

"You don't understand, they're tryin' to keep us pinned down here. They're coming in from both sides!"

"Uh-huh, sure. Look, I don't like being stuck here either, but we ain't goin' out there until we know what those… things are doin'!"

Cheetor looked as though he was going to argue, but his words were cut off by a startled cry from Silverbolt. A bolt of the 'glop' had almost struck his shoulder. That, of course, wasn't nearly as disturbing as the fact that the bolt had come from their left, rather than in front of them. Rattrap stared at the hissing puddle for a moment. "Then again…"

"We have no choice, Rattrap. At least out there we'll have a chance to dodge them," Silverbolt urged.

"Hey, ya don't have to convince me we're outta our league here. Okay, count of three, we make a break for it. Don't try ta take 'em out, let's just get back to the Axalon and warn the others. Ready? One, two… three!"

As one, the Maximals left the relative protection of the boulders and raced towards the incline they had so recently fallen down. Rattrap took a sort of grim satisfaction in the startled shouts that echoed behind him as he ran, occasionally whipping halfway around to lay down a bit of cover-fire. Clearly the invaders hadn't expected them to abandon the shelter of the boulders. They recovered far too quickly, however, and the Maximals suddenly found themselves amidst a veritable downpour of the glowing, plasma-like substance. Cheetor was dodging the stuff nimbly, his quick reflexes serving him well. Rattrap took a moment to envy his comrade's speed before returning his full attention to not getting vaporized. Almost there, just a little further.

"You two better get ready to haul your butts upwards, I'm gonna need a ride!" Rattrap shouted. He winced as he felt the heat from an uncomfortably close blast. One thing about these creatures – they were pretty good shots.


	3. Part III

**Part III**

He let out a string of curses in various languages as he saw their quarry make a mad dash for the ridge they had blasted them off of. They couldn't be allowed to escape; if there were more of them, his job would be much harder if they had advance warning. His troops were firing on the robots, but the things were apparently quite used to evading hostiles. A few clear shots, that was all he needed… and he knew how to get them.

Barking out a few orders, he abandoned his position and quickly circled around his troops, scaling the crumbly surface of the incline with uncanny ease and speed. Within a few moments, he was slightly above the robotic creatures and he chuckled softly. Oh they were fast, he had to admit, but their progress was hindered by the steady stream of energy bolts raining down upon them.

He laid his weapon in the crook of his arm and took careful aim, following his prey's erratic course with deadly expertise. As per his orders, as soon as his second saw him in position, the firing ceased and had a perfectly clear area in which to take the things down. He wasted no time acquiring a target and prepared to fire a shot that would take its head off. Then, just as before, he felt the energies around him shift suddenly and his target skidded to a halt, much to the shock of its two teammates. His own eyes went wide as the thing immediately locked its gaze on his position. So he hadn't been mistaken. It was a Seer, and given the chaotic state of the energies, an inexperienced one at that.

"I have you now, little one." And he fired. A split second later, a loud cry of pain echoed through the night.

***

Under normal circumstances, a simple loss of communications wouldn't be something to worry over too much. Experience, however, had quickly taught Optimus that normal circumstances did not exist on this planet, and nothing was ever simple. So it was that he sped towards his teammates' last known position, all the while feeling the anxiety gnawing at his insides like some hungry animal. All of his instincts were screaming at him that something was wrong – terribly, terribly wrong. Any commander, military or otherwise, learns to trust such 'hunches' when they come and Optimus Primal was no exception.

At long last, he reached the barren, rocky territory of grid nine, and set down on the remains of the very ridge Rattrap, Cheetor, and Silverbolt had been attempting to scale.

And learned that his 'hunch' had been a criminal understatement.

*

In later days Cheetor would often remember that moment. He would remember the chill that raced through him, the certainty that there was something deadly behind the sudden cessation of enemy fire. He would remember the strange feeling that caused him to look up – into the face of their would-be killer.

"I have you now, little one." The voice, like nails on a chalkboard, slithering through his mind and dripping with menace.

And then the creature fired.

Rattrap had never had a chance. He cried out in agony as the bolt seared through his chest, leaving nothing behind but a hissing, smoking hole. The small Maximal dropped to the ground and lay alarmingly still, the light of his optics flickering in and out.

"Rattrap!" As Silverbolt rushed to their comrade's side, Cheetor whipped around and fired in one blindingly fast movement. The green glow of his laser struck the position of the sniper with perfect accuracy Cheetor felt a grim thrill of satisfaction as the creature tumbled to one side, sliding down the incline a few feet before managing to stop itself.

"Let's see how you like it ya lamer!" he shouted, firing again as he spoke.

.

Optimus watched in mute horror as Rattrap was felled by a burst of glowing energy. What were those things? He watched as Cheetor furiously fired on their attacker's position, flushing him/her/it out fairly quickly. Nothing could have prepared him for what he saw next, however. Cheetor aimed and loosed a volley of laserfire that struck the creature in the direct center of its chest – a shot that should have dropped it like a stone. Instead, to the Maximals' collective shock, the energy of Cheetor's weapon merely rippled across the thing's body, seemingly absorbed by its very skin.

Optimus stood rooted to the spot for a moment, before he noticed several other figures stealthily closing in on his team's position. They had to get out of there… now.

"No way," Cheetor gaped. Granted, he didn't have the most powerful weapons on the team, but he hadn't even fazed their attacker. In fact, the sniper seemed amused more than anything else. It glared down at him, and despite the distance between them, Cheetor was sure it was smirking at him.

"Cheetor! Come on, we have to get Rattrap back to the Axalon." Silverbolt's voice drew his attention away from the alien and back to Rattrap's dire condition.

"How're we gonna carry him?"

"I'll take care of Rattrap, you two get yourselves in the air before that thing's friends decide to crash the party," a new voice interrupted, one Cheetor didn't think he'd ever been so glad to hear.

"Big Bot!" Cheetor called in relief as Optimus set down beside Rattrap and Silverbolt. The Maximal commander wasted no time in scooping Rattrap's limp form up into his arms.

"Talk later, right now let's get out of here!" With that, Optimus leaped into the air again, closely followed by Silverbolt. Cheetor transformed and took off as well, but paused in the air to glance back at the sniper. The alien was making no move to stop them; in fact, it was waving its comrades back. As if it didn't matter that they were escaping. As if the aliens had all the time in the world to hunt them down.

As if they knew there was no escape.

***

Some time later, Cheetor sat staring at the CR chamber Rattrap occupied, an abnormally intense expression on his face.

_Your fault._ A tiny, nagging voice rose up in the back of Cheetor's mind, barely more than a whisper, and yet completely impossible to ignore.

_It was your fault. You saw the sniper._

_No, I didn't mean for it to happen! _

_But it did happen – and you didn't do a thing to stop it! You saw him and you froze. You could have prevented it! _

_Please – I'm sorry. _

_Your fault, all your fault._ Cheetor groaned and buried his face in his hands, not wanting to have to look at the CR chamber anymore. All the while, the tiny voice inside of him continued to mock him, taunt him, berate him.

_You froze. You could have saved him and you froze._

_Shut up. Shut up, shut up, shut UP!_

What was happening to him? Every time he let his focus drift even the slightest bit, he was assaulted with images he had never seen, sounds he had never heard. That was the real reason he hadn't called out to Rattrap and Silverbolt; in the instant he had spotted the alien, he had suddenly heard nothing but screams. Cries of pain, cries for help, and beneath it all the horrible roar of flames.

Seer, the Guardian had called him over and over, but what could that mean? So he had vivid dreams, so what? It didn't mean anything… it didn't.

_Explain it then, hotshot. Explain the fire, the shadows, explain why you let Rattrap get hurt._

"I can't! I don't know what's going on!"

It took him a moment to realize he had screamed the words aloud. He glanced around apprehensively, fearing that someone had heard him, but Optimus and the others were apparently still discussing the afternoon's encounter elsewhere. His gaze settled on the CR chamber once again and a tremor ran through his body.

"I'm sorry," he whispered. "I'm sorry."

There was no one to hear his quiet apology though, no one save the small part of him that screamed out that he was to blame.

***

They had set up camp quickly, securing their position with practiced ease. Silently, they patrolled the perimeter, ready to spring into battle at a moment's notice. At the foot of the alien portal, one of the creatures worked frantically to establish a communications link with the rest of their forces, his actions giving away no hint of the agitation he was in. The robotic beings they had encountered had been driven back easily enough, but the battle was far from over. Surely they had reinforcements at this 'Axalon' the winged one had spoken of.

And there was still the matter of the Seer. Once the alien had realized the true nature of the robot, he had been elated at his good fortune. To have found an actual Seer on his first mission… if he could capture such a prize for the Overlord, the rewards would be fantastic! As the alien prepared to make his report, the part of him that was a husband and father before a soldier allowed itself a flash of pity for the Seer. He was no expert in such matters, but even to him it had been painfully obvious the Seer was young and inexperienced, with little or no control over his gift. He would be easy prey for the Overlord. Still, whatever pity he felt was drowned out by his sense of duty. The robotic creatures would undoubtedly oppose them, though all they could hope to receive for their efforts was a relatively quick death. As for the Seer…

Well, some things were worse than death.

***

"What in blue blazes? Hey Sugarbot, y'all better be takin' a look-see over yonder."

Blackarachnia bit back a sigh as she came up behind Quickstrike. Sometimes she wondered if Quickstrike himself really had any idea what he was saying. Still, it was getting easier to understand his strange speech. She hadn't yet decided if that pleased or disgusted her. For perhaps the tenth time in as many cycles, she wondered just what god of fortune she had so offended that she deserved 'Pecos Bill' as a patrol partner. Especially so far into Maximal territory. The energy readings Tarantulas had detected

had better be important or she'd… well it wouldn't be good. Or painless, for that matter.

"Oh, what is it, you—" the scathing insult died on her lips as she peered over the fuzor's shoulder and saw just what had gotten him so excited. "Well, looks as though the trip was worth it after all."

***

It stretched out Its senses, questing for the invaders. They were still attempting to gain a strong foothold in the area and if they succeeded, they would be all but impossible to drive away. By the gods, but It had wanted to help the Seer and his friends; It had wanted to reach out and smash the fiends; It had wanted to tell them precisely how to deal with this menace. It hadn't dared reveal Its presence to the aliens though, not even to the mere soldiers. Even now, It wasn't sure how much longer It could hide from them. As unobtrusively as possible, It 'listened' to the transmission being sent back through the portal, hoping against hope that It was wrong, that there was another way. Its hopes were quickly doused by the plans the aliens were making. There was only one thing left to do, though It was loathe to even consider the course of action It had to take. It would mean sending one of Its children straight into the proverbial lion's den.

_Gods forgive me, this is the only way. Oh please, have mercy on them_.


	4. Part IV

**Part IV**

Optimus regarded the grim faces around him silently. Even Dinobot looked worried, and Optimus knew his own face bore a similar expression. The aliens had returned, this time in the flesh, and their dispositions apparently hadn't improved much since their last encounter. They had survived last time, could they do it again? Already, Rattrap had been seriously injured in battle and there was little doubt he would have died had Optimus not arrived when he did.

"And Cheetor's weapons had no effect at all?" the quiet voice of Rhinox brought Optimus out of his reverie and he shook his head.

"None. He had to have hit it at least three times and the blasts only seemed to make it angry."

"Perhaps some kind of shielding?" Silverbolt suggested, appearing rather unhappy at the thought.

Rhinox sighed heavily. "It could've been anything. We know a little about their artifacts, but when it comes to the aliens themselves…" he trailed off and shrugged helplessly. "It's this gate you described that really worries me. If it works on the same principles as a space bridge, there's no telling what kind of reinforcements they can bring."

"Agreed. Our first priority should be to try and cut off the creatures' way onto this planet. Only then can we concentrate on… dealing… with those already here," Dinobot hissed.

"Frankly, I think they'll be the ones doing the dealing," Silverbolt mused, remembering with awful clarity the way Rattrap had been taken down so quickly. No one really wanted to admit that, as pessimistic as the words were, they rang painfully true.

.

Monsters. It was a rather imprecise word, but the six creatures before her easily fit every standard that leaped to mind whenever one heard it. Blackarachnia stared down the slope of shale and gravel at what was obviously a war encampment, her cool and calculating mind racing even faster than usual. Were these the faceless owners of the planet she now resided on?

Even more interesting, though, was the dirt-encrusted contraption that loomed against the sky – the contraption the small group now clustered around. If their wild gesturing was anything to go by, the aliens were rather excited about something.

"Now what d'ya suppose has 'em all riled up?"

"I haven't a clue. And we'll never find out if you don't be quiet!" Blackarachnia hissed softly, her voice dripping with venom.

Quickstrike shot the female Predacon a sidelong glance and wisely decided to keep his mouth shut until further notice. Blackarachnia leaned forward intently as the aliens suddenly became quite still, and a loud crackling sound filled the air.

"What the sam-hill is that?" Quickstrike couldn't help shouting as the scarlet light began to race along the contraption, pooling in the center of the arches to form a glowing portal. Blackarachnia's eyes widened in sudden understanding. An icy thrill of apprehension raced through her body as the first figures appeared in the haze of crimson light, indistinct, but unmistakable. With a final burst of sound, the light faded, and where there had been six alien creatures, there were now ten. Scant seconds later, the red light flared to life again.

"That, numbskull, is trouble."

***

Rattrap stretched slightly, relishing the simple absence of pain. He had to give their hosts credit for one thing – their weaponry was quite effective. Rhinox gave him a final once-over and pronounced him fit for duty, much to the relief of all present. Even Dinobot had relaxed slightly at the news, and Rattrap couldn't help smirking at the large ex-Predacon. He took a moment to simply revel in the momentary peace, wishing fervently that he didn't have to shatter it.

"So, guess it's safe to say the landlords are comin' after the rent again," he sighed, and Rhinox nodded an affirmative. "Thought so. Ya know? Some time we're gonna have just a nice normal day – no Pred attacks, no one trying to scrap us – and we're all gonna die of shock before we can enjoy it." The remark drew a few half-hearted smiles, but no one was really in a joking mood.

"Have you managed to get in contact with Tigatron and Airazor?" Optimus asked hopefully. They would need all the help they could get.

"No luck, Big Bot. Haven't heard a peep out of 'em and I've been trying for the past three megacycles." Rattrap cocked his head to one side and narrowed his eyes at Cheetor. There was nothing about his manner or speech that would suggest he was anything other than fine, or as fine as one could be given the circumstances, but Rattrap wasn't buying it. The kid had been too quiet, too subdued even before the whole fiasco had occurred and Rattrap was still trying to puzzle out just how his teammate had managed to figure out the invaders' mode of attack so smoothly. While Cheetor certainly wasn't stupid, at least not most of the time, he was certainly no military strategist. Something was up.

Cheetor, meanwhile, felt Rattrap's optics on him, but couldn't bring himself to meet his friend's gaze. Not after what he had done, and failed to do. If he could just find some grain of sense in the pictures… could the Guardian be sending them to him? But why not just come out and say what It wanted to? Why drive him half-crazy with such images? All the questions were making his head hurt.

The sudden blaring of an alarm didn't help matters any, and Rhinox settled in front of his screens once again. "More energy spikes from the area, they're coming one after another," he explained needlessly. Rattrap swallowed nervously as the realization of what that meant sank in.

"What a power down – they're trying to swarm us!"

Optimus nodded grimly at Cheetor's statement. "It would seem so. We don't have a choice, team; that gateway has to be taken out now. Dinobot, I want you to stay here and guard the base." Dinobot opened his mouth to protest, but thought the better of it. As much as it irked him, it was better to follow Optimus' orders. There would be plenty of opportunity for him to engage in combat with their visitors. Still, he growled softly to himself as he took his station, glowering at the others as they passed him.

Cheetor was the last to leave, but before he exited the ship he turned back and stared at his teammate a moment. Dinobot was sure he had never seen such a look of intensity etched on the Maximal's young face, and though he would never admit it, it unnerved him somewhat. "Hey Dinobot, be careful okay?"

Dinobot snorted and crossed his arms over his chest. "I was taking care of myself long before you were programmed," he rasped, annoyance written on his sharp features.

"Still, there's something… we shouldn't…" Cheetor finally gave up and turned towards the lift. "Just watch your back," he called as he hurried to catch up with the others, leaving a very confused Dinobot behind. Cheetor took to the air as soon as the lift touched down, joining Optimus and Silverbolt. Below them, Rattrap and Rhinox raced over the ground, back to the place he, Silverbolt, and Rattrap had nearly lost their lives. Had it only been a few megacycles ago? It felt like years. Cheetor cast one more glance back at the Axalon, and tried to shake the strange feeling that something horrible was going to happen to it. Tried to ignore the sudden image in his mind of an abandoned, rusted hulk rotting away in the place the Axalon sat.

.

It forced Itself to remain calm. It would need all Its strength and precision to speak to the Seer without the invaders detecting It. It called out to the Seer and to Its shock sensed him almost immediately. He was very close, too close to the aliens for Its comfort.

_What are you doing?_

_We're trying to blow that backdoor of theirs to smithereens._ Shock coursed through It at the Seer's words. They were going to try to destroy the Gate? With no foreknowledge of what was waiting for them?

_I didn't say it was a good plan. But we have to try and stop them._ The Guardian lightly scanned the Seer's thoughts and almost panicked at what It saw there. They had no idea what the creatures were, no idea where they came from, what kind of power they possessed!

_I have you now, little one._ The memory of the cold words washed over the Guardian and now It did panic. The soldiers knew. They knew of the Seer, knew how very little control he had of his talents. Dear gods, they would have him before he could even think of fighting back.

_Cheetor, listen to me. You must go back, all of you. This… this is too dangerous._ Oh it was all spiraling out of control and there was nothing It could do! It had been a fool, such a selfish fool.

_Too late, we're here._ Suddenly the Guardian saw the Gate as through the Seer's eyes, saw the dozens of guards that surrounded it. The gradually brightening sky seemed afire with the crimson light of the Gate as still more of the aliens came through.

And It knew. It knew with cold certainty that It was going to lose the Seer to these creatures unless It let go of Its terrible pride and told them all It knew.

To the Guardian's credit, It almost made it; almost broke through the centuries of guilt and pride. Almost being the operative word.

_I'm sorry, I'm so sorry._

Then It fled.

***

Sometimes a leader has to do something he bloody well knows is probably sheer stupidity simply because he has been backed into a corner and there is no other choice. It was this situation that Optimus Primal now found himself in, and he didn't like it at all.

He let his gaze wander over his teammates and prayed they could pull this off. With a sudden rustle of feathers, Silverbolt, who had been trailing behind with Cheetor, maneuvered into a position just to Optimus' left, a concerned look on his canine features.

"Do you truly think it wise to engage the hostiles in this manner? We have hardly any information… and you saw what their weaponry was capable of."

Optimus sighed heavily and nodded. "To be honest, Silverbolt, no, I don't think it's a good idea. But what choice do we have? If that first wave was anything to judge by, we can't afford to let them get their numbers firmly entrenched in the territory. And I'm not asking any of you to take them on any longer than is absolutely necessary; this is a surgical strike. Once we cut them off from… wherever they're coming from, we can worry about how to defeat the ones already here."

And it would have to be a defeat. As a rule, Optimus chose violence only as a last resort, but these aliens had made it clear time and time again that they were not interested in 'talking out their differences'. It was a depressing thought. The newest addition to his team nodded in resignation and resumed his position beside Cheetor, who seemed lost in thought. Optimus made a mental note to ask him had been troubling him so, as soon as the crisis had been dealt with.

If they managed to deal with it.

.

_Nothing to worry about, nothing at all. In and out, no sweat; we do stuff like this all the time. Nothing to worry about._

Cheetor silently repeated the words over and over, a mantra to calm the sudden nervousness that had arisen at the Guardian's hasty departure. If the Guardian was afraid of their new neighbors, what in blazes did they could do?

_Whoa, that's enough of that kind of talk. We'll get through this, like we always do. The Axalon will be fine, we'll be fine, everything will be fine._

"Are you all right?" Silverbolt's quietly concerned voice interrupted Cheetor's internal pessimism and pep-talks. _No, I'm not all right, nothing is all right! Can't you feel it?_ Cheetor desperately wanted to scream the words aloud, but found himself once again tossing back only the replies he thought his teammates wanted to hear.

"You kidding? I can't wait for a re-match! Those uglies won't know what hit 'em."

Silverbolt chuckled softly and shook his head. "Don't get overconfident, now," he admonished, secretly glad for the banter – it helped drive the image of the enemies they were rushing to meet from his mind.

Cheetor laughed brightly, and Silverbolt never noticed how forced it was. "Who's overconfident? I'm just stating a fact."

Cheetor and Silverbolt continued in that manner, even managed to draw Rattrap into the conversation, and all the while Cheetor tried to ignore the fact that their destination was drawing closer. Tried to ignore the way every fiber of his being was screaming that if they tried to carry out this mission, not all of them would be coming back. He was afraid, and with the fear came an even more bitter anger towards himself for his cowardice. Primus, what was happening to him? He felt as though he would come apart at the seams at any moment.

Cheetor was almost thankful when Optimus signaled them to begin their descent as the craggy cliffs of grid Nine came into view. "All right everyone, cut the chit-chat," Optimus ordered briskly as the five Maximals reverted to their robotic forms. "Silverbolt, I want you and Cheetor to take point – keep a lookout for guards. Remember, we are not here to fight. Keep their troops distracted long enough for Rattrap to take out that gate. Rhinox and I will cover him. You're sure you can handle that thing, Rattrap?"

"Sure thing, boss. Only, eh, I don't know what kinda kaboom 'dat baby's gonna make, so you might wanna be ready to cut outta here, ya know what'm sayin'?"

"Indeed. As soon as I give the signal, everyone stop what you're doing and get out of there as fast as you can. Got it?"

Everyone nodded in agreement, though one could have cut the tension in the air with a knife. "All right team, let's do this. Be careful, and good luck!"

.

It hardly seemed possible that only megacycles had passed since they first set out to investigate the strange energy surges – it seemed more like years. Silverbolt and Cheetor crept quietly through the deep shadows cast by the numerous boulders that littered the steep cliffs, not even daring to whisper, lest they alert some perimeter guard to their presence. About ten yards behind them, the rest of the team followed suit. As they reached the halfway point, Silverbolt began to grow apprehensive. Two thirds of the

way up he was downright nervous. As they reached the crest of the cliff and crouched down behind a jutting protrusion of stone, he knew something as terribly wrong. "This is too easy," he stated simply, his voice barely audible even in the near absolute stillness of the night.

Cheetor didn't answer, but inclined his head in an affirmative. Silverbolt frowned and scooted bit closer to the edge of the ridge, peering down into the shadowed ravine. He was barely able to stifle the gasp of shock which rose in his throat as he took in the sight before him. Beside him, Cheetor openly gaped. The metallic cheetah swallowed convulsively a few times and then opened his comm channel. "Uh, Big Bot? I think we have a problem."

***

There were precious few things in life that could surprise Megatron. Quickstrike's report was quickly added to that short list.

"You're saying you actually encountered the alien beings?" he demanded brusquely, cutting the Fuzor off in the middle of a description of the strange creatures he and Blackarachnia had found.

"Well, no, boss, but we seen 'em! Big, ugly critters, and they got them some kinda big glowing—"

"Yes, yes, yes. Blackarachnia, would you care to elucidate?"

"Gladly." Megatron listened closely to Blackarachnia's far more articulate report of the apparent invasion of their faceless nemesis. Perhaps not so faceless anymore. Still, Megatron was suspicious – this was more of a contradiction of the information contained in the alien disks than he was comfortable with. Blackarachnia's next bit of information, however, caught his full attention, and held it firmly.

"A space bridge?" he asked, incredulous.

"At least something resembling one. It seems to function on much the same principle, though I'd have to examine it more closely to be sure."

"This could be most useful, yes," he murmured thoughtfully.

"Most dangerous, if you ask me. Didn't you hear what I said? More are coming through! How long do you think it will be before they attack us?"

"Of course I heard you," Megatron snapped, "But as for them attacking us… I think not, no."

***

Problem, Silverbolt decided, was the biggest understatement he had ever heard. The area he and the others had fled earlier was almost unrecognizable. The gate that was there target loomed in the center of the bare, rocky ground, but now it was surrounded by a row of domed structures and squat, barrel-mouthed cannons had been erected every fifty yards or so on the cliffs that ringed the ravine. That was not the worst, however. The worst was the fact that where there had been six aliens, there now were at least thirty.

"They're gonna bring a whole army through, just like before," Cheetor whispered softly.

"What?" Silverbolt turned a confused gaze on Cheetor, not sure if he had heard his teammate correctly. "What do you mean, 'just like before'?"

"Oh… er… nothing. It's nothing, never mind." Cheetor averted his eyes.

"Cheetor…"

"I said it's nothing!"

"Hey! Ya know, a surprise attack ain't much good without 'da element of surprise," Rattrap's voice interrupted them.

"Right, sorry. Looks like our new neighbors are inviting some friends over. We're talking serious hostile takeover here, Big Bot."

"How many 'friends'?"

"It's hard to say. I estimate thirty to thirty five," Silverbolt answered, returning his attention to the ravine.

"Prime. How well guarded is the gate?" Cheetor was already sure of what he would find, but scanned the area around the gate anyway, praying he was wrong. He wasn't.

"Not guarded at all, I don't think they're expecting us to try and take something that big out," he reported.

"Optimus, surely we aren't going to go through with this?" Silverbolt asked in shock. To try and take on such a large force of those creatures was madness! Even as the words left his mouth, however, Silverbolt knew that they had no choice but to try while they had the chance.

"We have to, Silverbolt, we may not get another opportunity. Be careful." Cheetor sighed and closed the channel. "Well, let's get this show on the road."


	5. Part V

**Part V**

He stretched out his senses, maintaining an awareness of the energies around him that few of his kind could manage for very long, which was why he had been chosen for this particular assignment. When he had arrived, word had already been spreading throughout the camp about the robots the scouting party had engaged. More interesting, however, was the fact that there was a Seer amongst them – it was almost too good to be true. And so he sat on the edge of camp, his senses stretched to their fullest extent, questing for the distinct aura of a Seer. The commander had been certain the robots would return, trying to stop them. What a laughable thought. Ah well, if the things wished to deliver the Seer to them, so much the better; it saved them the trouble of hunting him down.

A sudden awareness surged across his mind, and he immediately snapped his attention back to the task at hand. Several beings had gathered on the cliffs surrounding the camp, their unfamiliar presences as evident as a flashing sign proclaiming, "Here we are!" So the commander had been right, the things had returned, and with them the Seer. He skillfully focused on their auras, seeking one in particular. After only a few seconds, he found it, and nearly fell over from shock at what he felt. _By the gods, such potential! And such turmoil; having a difficult time dealing with your talents, eh, little one?_ This one would be easy pickings for the Overlord – such a wealth of power, and so little effort would be required to put it to their uses.

_They are here, Commander. Shall we take them?_

_Negative. Let us first see what they hope to accomplish. I want it made clear, however, that under no circumstances is the Seer to be allowed to escape._

_Of course, my liege. I'll have the troops converge on their position._

***

"I really hate bait duty," Cheetor grumbled as he and Silverbolt waited for Optimus and the others to get into position.

"I prefer the term 'distraction'," Silverbolt replied evenly, a hint of a smile playing about the corners of his mouth.

"Yeah well, whatever you call it, it's time to get started. Y'know? Those little buildings don't look too sturdy."

"Hmm, no they do not."

"It would really be a shame if someone came along and, oh I don't know, blew 'em to smithereens."

"Indeed it would." The two Maximals grinned at each other, earlier argument forgotten in the face of the coming challenge.

"Well what're we waiting for? Let's rock 'n' roll!" With that, Cheetor leaped over the edge of the cliff, reverting to his beast form as he went, and shot down over the alien camp as fast as his jets could carry him, Silverbolt close behind.

As they approached, a swarm of tall shadowy figures rushed out to meet them, eerily silent as they gestured wildly to each other and raised their weapons to the two incoming Maximals. Silverbolt fired several missiles in quick succession and was satisfied to see three of the creatures at the head of the pack go flying back into their comrades. Ahead of him, Cheetor abruptly changed his heading and plowed into one of the nearby structures, toppling it easily. They had clearly been built only to supply temporary shelter until more permanent quarters could be erected. Well, if they Maximals had anything to say about it, they'd never get the chance.

Cheetor wheeled about without slowing his pace and "buzzed" a group of four aliens, laughing aloud as they threw themselves to the ground. To his left, he heard still more explosions as Silverbolt attacked the buildings himself. Then a new sound intruded on his awareness – the high-pitched whine of one of the alien weapons being fired. More out of instinct than anything else, Cheetor dived towards the ground, allowing the bolt of energy to pass harmlessly overhead. "Oh, they wanna play rough, huh? Cheetor, Maximize!" He transformed in midair and dropped lightly to the ground, then immediately ducked behind the edge of one of the buildings. Silverbolt seemed to be managing to keep out of range of the energy bolts, as well as keeping the aliens' attention on him. It wouldn't last for long, though. "Hey, Rattrap, you wanna snap it up a little? These guys aren't gonna be happy until they've deep-fried us!"

"Look kiddo, I'm workin' as fast as I can. You want me ta blow us up too?"

Cheetor didn't answer, for at that moment, a section of wall three inches from his head began to hiss and melt. Cheetor whipped around to see two of the aliens rushing towards him, weapons charged and glowing.

***

A hundred yards away from Cheetor and Silverbolt's position, Rattrap worked fervently. Three more charges to set and then they could all go home. Nearby, Optimus and Rhinox anxiously kept one eye on the battle and one eye out for any guards that might have been left behind. Thus far, they had been able to go about their business unmolested, but the lack of guards was worrying Rattrap; and he had long ago learned to trust such gut feelings when they came. Something was not right. A frantic call from Silverbolt only added to his problems.

"Optimus! Cheetor's been pinned down just left of my position, and I am barely holding my own as it is. We need help!" A loud cry of pain interrupted any further report and the transmission was cut off.

"Go on, I can get the rest of 'dese set up myself," Rattrap said briskly, for once skipping the sarcastic commentaries. Optimus nodded tersely and he and Rhinox raced off to help their teammates. "It's always somethin'. We ever get off this dirtball I am never leaving Cybertron again," he muttered before going back to work.

***

Cheetor froze for just an instant, but it was long enough for his opponents to skid to a halt and level their weapons at his throat.

_Pain, nothing but pain. Something reaching out for him, drawing him in. Twisted, dark... don't give in! Get away, get away, have to fight it! Fire and shadows, don't give in to the shadows. So many have been lost to the shadows. No!_

_They fought, they fought so hard and in the end it was for nothing. They watched in silent horror – watched their homes burn to the ground. Watched as their whole world was consumed by the fire, the fire and the shadows. Fight them, fight them! Never give up!_

The images faded, and left him staring once again at his two would-be captors. They were staring back at him in frank shock, their weapons momentarily forgotten. It was all the opportunity he needed. Before the aliens had time to react, he threw himself to the side, bringing his own laser to bear on them and firing at the same time. The emerald light lanced through the night air and struck one of the beings square in the chest. The thing let out an agonized howl and crumpled to the ground, clutching its smoking, sparking chest.

_Sparking?_

He didn't have time to dwell on the phenomenon – he had to get back to Silverbolt. As Cheetor drew closer to the area Silverbolt had been fighting in, he became aware of several things. First and foremost Silverbolt had been downed; one wing hung limp and useless, a large black scorch marking the area where he had been grazed by the alien firepower. Secondly, he was now surrounded by their unwelcome guests, though he could just make out Optimus and Rhinox rushing to his aid. Thirdly, he noticed they would never make it in time – one alien had raised his weapon for the killing blow.

Cheetor growled low in his throat and increased his already lightning-fast pace.

The alien never knew what hit him. Cheetor didn't waste time aiming at the creature, he merely barreled straight into it, tackling it to the ground. "Te'quiath ma'or," he hissed as he wrested the alien's weapon away. The words were perhaps the worst insult he could have offered to the alien, an insult to the creature's honor, religion, parents, offspring, and just about anything else that could be insulted.

They were words Cheetor had never in his life heard before.

He finally managed to wrench the creature's weapon from its grasp and leaped to his feet. He hesitated for a split second, then began peppering the area with the energy bolts, forcing the aliens away from him and Silverbolt.

"Nice save," Silverbolt gasped, trying to keep his injured wing still.

"Yeah, let's see if I can keep it up." By this time, Optimus and Rhinox were close enough to add their own coverfire, and Cheetor took the opportunity to retreat, half-dragging Silverbolt behind him.

"Fall back to the gate," Optimus ordered as Cheetor and Silverbolt reached their position. The aliens were advancing quickly, laying down a steady stream of glowing energy bolts as they came.

"This is getting out of hand," Rhinox stated calmly as he and Optimus began backing up, still firing.

"That, old friend, is putting it mildly."

***

Rattrap had just set the last explosive when Cheetor and Silverbolt stumbled into his view. He took in their battered appearance and sighed. "I take it things aren't going accordin' to plan?" he asked dryly.

"Do they ever?" Cheetor retorted, tossing the alien weapon to the ground. Just then Optimus and Rhinox appeared, Rhinox sporting a newly singed shoulder.

"We've got about thirty seconds to get out of here. Are those charges set?" Optimus demanded. Rattrap nodded shortly. "Good, now let's blow this thing and go home."

"Now where have I heard 'dat before?" Rattrap murmured to no one in particular.

"I am afraid that will be impossible," a new voice intoned from behind them.

"I knew it, I knew it – we're all gonna die!" Rattrap turned to see the leader of the aliens standing behind them, along with four other soldiers.

The leader smiled coldly. "Well, not all of you. We have use for your Seer; turn him over to us now and I promise you a quick death." The voice sounded as though it were coming through vocal cords not made for speaking. Cheetor had flinched at the mention of "seers", but the others were too busy looking for an opening to notice.

"I don't know what you're talking about," Optimus said evenly, meeting the leader's cold gaze. The alien looked back at him a moment, then burst into laughter. The sound sent chills racing up and down Cheetor's spine.

"You're telling the truth! You really don't know what you have. Oh, this is interesting," the leader gasped. In a flash his expression became deadly serious. "But that does not matter now. I suggest you make your peace with whatever gods you worship… you'll be seeing them momentarily."

There are those who say that there is no such thing as a miracle. As long as he lived, however, Rattrap would be sure that it had been nothing short of a miracle that saved them from certain death at that moment. With a low hum, the gate began powering up, scarlet bolts of lightning racing across its surface. At such close range, Rattrap could feel the heat building in the pitted metal. The instant the aliens' attention was diverted away from them, the Maximals dove for cover. Rhinox and Optimus ducked behind one of the remaining domes, while Cheetor, Silverbolt, and Rattrap scurried to the area where one of the arches touched the ground and crouched beside the metal. The aliens, however, were beating a hasty retreat to the buildings, and Cheetor suddenly had the distinct feeling that they had not chosen the best place to take cover. As the aliens vanished into the shadows, the leader turned and grinned at him, his expression one of pure malice.

Cheetor realized too late what the alien found so amusing. With an ear-splitting burst of sound, the scarlet energy converged in the center of the arches, to form a glowing portal… and the three Maximals suddenly found themselves at the mercy of a gale force wind.

A wind that began pulling them into the portal.

Cheetor gripped a small protrusion of metal with all his might, as did Silverbolt and Rattrap. Dimly, the three Maximals could hear Optimus and Rhinox calling to them, but the wind masked their actual words. They held on for dear life, knowing that if they lost their grip it would in all likelihood be the end of them.

The pull of the wind increased. They lost their grip. Cheetor, Silverbolt, and Rattrap were swept through the portal. The crimson energy engulfed them, and with it came wave after wave of pain too intense to describe.

The scarlet glow faded and died, leaving two Maximals staring at the now dormant gate in shock and disbelief.

And deep within Its hiding place, the Guardian let out a wail of grief and despair.


	6. Part VI

**Part VI**

Optimus and Rhinox stood rooted to the spot, unable to completely process what had just happened. One moment, Rattrap, Cheetor, and Silverbolt had been crouching beside the gate, the next they were simply… gone. The scarlet light of the gate's energy flared once, then dissipated, leaving a new squad of ten alien soldiers in the place where the three Maximals had stood only scant seconds ago. Optimus stiffened as a low chuckle filled the air.

"The fools, the utter fools. You put up a good fight, I will grant you that, but this game has grown tiresome. Destroy them!" The ten new arrivals immediately started forward, murderous intent filling their crimson eyes. The leader grinned maliciously and stepped back to watch his underlings finish off the remaining robots. True, things had not gone exactly according to plan, but their losses were negligible and the end result was most satisfying indeed. He would have preferred to deliver the Seer and the heads of these usurpers to the Overlord in person, but the pleasure of watching these two die would suffice. Suddenly, the large brown robot drew his equally large projectile weapons and pointed them at the advancing soldiers. Surely, he jested! He couldn't possibly have any ammunition left.

He did. Quite a lot of it in fact.

The thunder of Rhinox' chain guns rent the air and bullet after bullet struck their targets, mowing the unsuspecting creatures down before they had a chance to react. Rhinox felt only the smallest twinge of regret. It was notoriously difficult to make the Maximal scientist lose his temper, but when he did, the results were truly horrendous. Optimus joined in, and together they managed to clear a path of retreat.

"Come on, we have to get out of here!" From the pained expression on his features, it was easy to see how much those words cost Rhinox. Still, Optimus hesitated.

"We can't just leave them," he protested, throwing an anguished glance back at the gate.

"Optimus, we're outnumbered, outgunned, and outmatched. We won't be able to help them if we're dead!" Optimus knew his old friend was right, knew there was nothing they could do for now. And so the two Maximals did one of the hardest things they had ever had to do.

They ran, leaving their comrades, their friends trapped in whatever place the gate had taken them.

By the time his troops had been able to muster backup, the robotic beings were already far out of weapons range.

_Do we follow?_ The commander snarled at his second-in-command's inquiry.

_Negative. They are of no consequence now; we have what we wanted. The Seer will be delivered to the Overlord, and his two friends will soon be dead, if they aren't already. If the remaining creatures oppose us, we will crush them. We will not be denied a second time._

* * *

None of them could, hear, see, or smell a thing. But they could still feel. By Primus, but they could feel. The flaming energy of the gate wrapped around them, squeezing, ripping, clawing; an endless onslaught of pure pain. Waves of agony tore through their tortured frames, bringing by turns the sensations of searing heat and arctic cold. It tossed them about like ships on a stormy sea, at speeds almost too fast to comprehend. If they had been capable of it, they would have thrown up. As it was, they screamed. They screamed and screamed and the sound was carried away, unheard. They tumbled in the merciless grip of the gate; blind, deaf, deprived of all sensory input save the unbearable pain, until at last sweet merciful blackness reached up and swallowed them.

The mournful howling of the wind was the only sound as it danced across the desolate landscape. Enveloped in thick shadows, a lone structure stood, its weathered grey stone making it seem a part of the barren terrain. Two thick slabs of stone supported a third, giving the structure a rough resemblance to a doorway. The arch was devoid of ornamentation, save a single line of flowing script on the topmost stone, an ancient series of characters few could read anymore. All in all, it seemed a rather worthless eyesore, an old artifact to be looked at, wondered over for a moment, and then forgotten.

A flare of scarlet light in its center with no apparent source revealed the structure's true purpose, and importance. The line of characters began to glow as well, standing out in perfect clarity against the weather beaten stones. Within moments, the glow filled the "doorway" and three shadowy figures began to grow in the center, becoming more and more distinct with each passing second. At last the glow reached its brightest and the three figures burst out of a haze of red light. They tumbled to the ground and lay where they landed, unmoving. The light flared brilliantly once again and then faded away, until the protective cloak of deep shadows had once again settled around the structure, and the three figures that lay at its base.

* * *

A single figure loped along the rocky ground, barely visible in the moonless night. The being kept up a grueling pace, entirely focused on a single task: to return and report to her leader. Everything was proceeding as the Overlord had planned, he would surely be pleased. However, far west of her location, the doorway had come to life and deposited its cargo, and the awareness of a particular presence slammed into her with staggering force. The fluid grace of her steps was interrupted and she crashed to her knees. She turned her head to the west, crimson eyes gleaming softly in the darkness. So it was true, there had been a Seer on the planet the Overlord now sought to conquer, and now the Seer had been brought here. A smile of triumph curved her lips and she resumed her frenzied pace. The gods had indeed smiled upon them.

* * *

Cheetor tumbled head over heels, unable to see or feel anything but endless blackness.

_Why do you deny what you are?_ There, a voice! Warm and gentle, and yet laced with steel.

"Wh-what are you talking about?" Cheetor called, his voice coming out oddly muffled, as though he was talking through water.

_Why do you shrink in fear from your gift? Why do you deny your potential?_ Cheetor turned his head every which way, trying to see where the disembodied voice was coming from. Wherever he looked, though, he was met only by the pressing blackness.

"Oh man, that's it. I've cracked, I'm totally nuts."

_There is nothing wrong with you, save the difficulties you create for yourself. You war with your own nature, you struggle against a part of yourself. Such internal strife will tear you apart, young Seer._

"Why does everyone keep calling me that?" Cheetor exploded, tired of the strange riddles that seemed to make up his life now. His tormentor, however, was unperturbed.

_It is what you are,_ the voice said gently, echoing the words the Guardian had used when Cheetor had first encountered It.

"But what does it _mean_?"

_You already know the answer to that, you have only to accept it. Your fear is your greatest enemy, for it leaves you vulnerable to those who would use your gift for their own gain. Embrace what you are_—_heed your visions before it is too late!_ As the voice fell silent, the void around Cheetor began to lighten, and he could feel the voice's presence fading away.

"Wait! Who are you?"

_You already know the answer to that, as well._ With that, the blackness vanished.

"I think he's coming around."

"C'mon Kiddo, rise and shine!" Cheetor moaned softly as his systems came back online, and the faces of Rattrap and Silverbolt wavered into view. He found himself lying on his back on hard packed earth, his teammates leaning over him.

"Oohh, are we alive?" he groaned as he sat up and pressed his pounding head into his hands.

"Well, either that or Primus has a really _weird_ interior decorator," Rattrap said wryly. Cheetor lurched to his feet and let his gaze wander over their surroundings. Rattrap's statement had indeed been accurate—the landscape looked like something out of a nightmare. Thick clouds the color of a severe bruise laid low and heavy over the barren, rocky terrain. A cold wind whipped over the land, throwing small dust devils into their mad dances and far off, a soft echo of thunder sounded.

"Okay, so we're not dead. Ow, I hurt too much to be dead." Silverbolt nodded sympathetically.

"The energy from the gate completely overloaded all of our systems. Rattrap and I awoke only a few cycles ago ourselves."

"So if we're not dead," Cheetor continued, "where are we?"

"Dat's the million-credit question. But if I had ta make a guess, I'd say we're wherever 'dem things've been comin' from." Silverbolt and Cheetor stared at their shorter comrade, unable to find fault with his logic, and yet desperately wanting to.

"So that means…" Silverbolt began, but Rattrap cut him off.

"'Dat means, we are in the mother of all hostile territories, and unless one a you can read the instructions on 'dat thing, we're stuck here." Rattrap jerked his thumb at the stone arch they had apparently been deposited through as he spoke, and Cheetor noticed it for the first time. He assumed the "directions" Rattrap had spoken of were the alien writings that marked the top of it.

"May the will be strong, may the spirit be true, may your heart always lead you home," he read easily, though not loudly enough for his teammates to hear him. The rest of the script was too worn to make out, but he was sure it was some kind of travelers' blessing. It took him a moment to realize what he had just done. He stared in shock at the characters, feeling a slightly hysterical laugh rising in his throat. He couldn't read the script, couldn't point out which characters meant which letters and words, and yet he _knew_ what those same characters meant. He clamped down on the laughter as hard as he could; if he started laughing now, he seriously doubted he would ever be able to stop.

_You war with your own nature. Embrace what you are._ The words of the bodiless voice he had been conversing with echoed in his mind again. More crazy dreams to add to his growing list! Hooray!

_Keep it together, stay cool. You can figure this out, you can._

_The Axalon, riddled with blackened holes. Too late! Smoke still curling idly from the ruined ship, the automated defenses hanging defeated and useless, bits of twisted metal lying everywhere, glittering in the moonlight. Too late, they were too late. Optimus, Rhinox, Dinobot- all dead. No!_

Cheetor snapped out of his daze with the cry of denial rising in his throat. He bit the scream back by sheer force of will and leaned against the stone arch, suddenly not quite able to support his own weight without assistance. The Axalon destroyed, and his team slaughtered. Why, _why_ was this happening to him? Was he losing his mind? Or was it something else…?

_You already know the answer to that; you have only to accept it._ Who had that voice belonged to? The Guardian? But it didn't sound like the Guardian, though he _did_ have the nagging feeling that he had heard that voice before. Besides, the Guardian was still back on the planet, and they… he had no idea where _they_ were. It suddenly stuck him that the gate could have carried them halfway across the Universe and they would have no way of knowing.

"Gigabummer," he muttered, and had to laugh at the woeful inadequacy of the word. "Bummer" didn't even begin to describe their situation.

"You said it Kid," Rattrap answered, though Cheetor had been unaware the smaller Maximal had heard him. Then a low rumbling drew their attention and as one the three Maximals turned and scanned the misty horizon, drawing their weapons and forming tight circle. The source of the noise made itself known a moment later, and Rattrap's finger tightened on the trigger of his gun.

"Oh boy, and it just got a whole lot worse."

* * *

Megatron glided over the terrain, Inferno hovering at his side. He would have liked to have brought more backup, but this particular operation would require finesse, not strength. It was a gamble, to be sure, but the odds were in his favor—and after tonight they would be tilted towards him even further.

"My Qu— uh, Leader," Inferno hastily amended as Megatron shot him a warning glare. "We will soon reach the target area."

"Hmm, yes. At last I will have my victory over Optimus Primal and his pathetic band."

"Indeed. Assuming these creatures accept your proposal."

"Oh they will accept Inferno, yes. And if they do not…"

Inferno grinned maniacally and raised his flamethrower in the air. "If they oppose the Royalty, they will burn."

"Well… something like that, yes," Megatron sneered. At long last, the cliff sides Blackarachnia and Quickstrike had described came into view, and Megatron swooped low and landed. Even provided with the detailed description of Blackarchnia's report, he was startled by the amount of progress the invaders had made in such a short time. Clearly, they weren't planning on returning home anytime soon.

"I wonder."

"What is it Leader?"

"Things are not always as they seem, Inferno, no. Still, I am not without the proverbial ace up my sleeve. Let us proceed, shall we?"

_My liege, two of our enemies' kind approach. So far, they do not appear to be hostile, but there is something… different about these two. Shall we destroy them?_

_Different, you say? No. Let them pass, this may prove useful._

* * *

The Guardian frantically sought any trace of the Seer's Presence, calling out to Its children to aid It in the search. They quickly confirmed what It already knew: the Seer and his friends were nowhere to be found. At least, not on this world…

_I cannot lose another, I cannot let it happen again! Cheetor, my friend, what have I gotten you into? What can I do?_ But the Guardian already knew what had to be done, the question was; did It have the courage? _I cannot lose another, I _will _not lose another. I began this—I shall end it. Gods above, let this be my penance._

Deep within the caverns that riddled the planet, a brilliant white glow began to pulse, spreading outwards and downwards, into the very heart of the planet. Down to the resting place of something the Guardian had hoped never to see again.

_Let this be my penance…_


	7. Part VII

**Part VII**

Rhinox lumbered across the ground at a rather impressive pace for a rhino, Optimus hovering a few feet above him. Most of the journey back to the Axalon had been made in somber silence as they each wondered and worried over the fate of their teammates, but now Rhinox broke it with a hesitant question.

"What do we do now?" Strange, Rhinox reflected, how just five little words could bear such immense importance. Optimus grit his teeth and closed his optics for a moment. That same question had been racing through his mind nonstop since they had left the gate since they had abandoned Rattrap, Cheetor, and Silverbolt. Intellectually, he knew that there had been no other choice, but he couldn't help feeling that he should have been able to prevent it, should have been able to save them. They were his team, and like any good leader he felt responsible for their safety.

"It wasn't your fault," Rhinox said quietly, as though he had picked up on Optimus' unspoken thoughts. The Maximal commander shook himself out of his reverie and glanced down at his old friend.

"Yes, well, in any case, we'll have to regroup with Dinobot before we try anything. Are we in hailing range of the Axalon yet?"

"We should be in another five cycles or so." Optimus nodded shortly in answer and by unspoken agreement, the two increased their pace.

"We will get them back. No matter what," Optimus said at length, his voice laced with steely determination.

Neither Maximal dared to voice the thought that all the determination in the world wouldn't help if their friends had already been destroyed.

* * *

Megatron and Inferno landed unmolested a scant hundred yards away from the alien encampment. Megatron narrowed his optics in suspicion, glancing around for signs of an enemy ambush.

"Hmmm, it would appear they are expecting us, yes," he murmured thoughtfully. This was getting more and more interesting by the cycle. A soft noise behind him caught the Predacon commander's attention and he whirled around to see that he and Inferno had been joined by a small group of their "visitors". Megatron couldn't stifle a small gasp of surprise at their appearance, but to his credit, he quickly recovered his composure. The five creatures regarded the Predacons silently, their crimson eyes glowing softly in the evening dimness. Megatron felt Inferno shift nervously beside him and he silently willed his lackey to be still; they could not afford to anger these strange beings.

"State your purpose." Megatron forced himself not to wince at the harsh and grating voice.

"Ah yes, of course. I have a… proposition of sorts for your leader, if you would be so kind as to show us to, er, him?" The alien cocked its head to one side, as though it were listening to something, then abruptly lowered its weapon.

"You will follow me. And know this; we do not hesitate to destroy those who stand against us." The alien and its companions marched forward, leaving Megatron and Inferno to trail behind.

"What an unpleasant and malicious fellow; I do so like these creatures," Megatron muttered, grinning slyly. As they were led through the camp, Megatron noticed the many scorch marks and toppled shelters that stood testament to a recent battle.

"It would appear you have already had some trouble with the locals," he remarked, wondering how much information he could get out of their stoic escort. The lead alien stiffened slightly, but did not slow its pace.

"We have… dealt with the threat, such as it was," it said gruffly. Inferno openly gaped at the news and Megatron felt a small thrill race through him. Could these creatures have already done away with the Maximals? For a moment, Megatron considered the possibility that he had played this hand wrong, that his whole plan was foolhardy and more than a bit suicidal. But only for a moment. Things would work out to his satisfaction—one way or another.

"You will wait here." Megatron's thoughts were interrupted once again by the alien's nails-on-chalkboard voice and he and Inferno pulled up short just outside the ring of domes. Inferno glared darkly at the now retreating forms of their escort, outraged that they had dared speak in such a manner to the Royalty.

"Patience Inferno, it would not be wise to anger our hosts, no. We'll play by their rules, for now," Megatron said darkly, narrowing his eyes in speculation as he noticed a single figure striding purposefully towards them. The creatures they had thus far come into contact with had all given off an air of danger, but this one positively dripped malice and cruelty. The pulsing violet veins that shot through its mottled grey-green skin were thicker, the spikes that adorned its elbows, wrists, and shoulders were longer, sharper, its crimson eyes did not merely glow, they smoldered. His whole attitude commanded instant attention and obedience. And fear.

Megatron smirked to himself; just the sort of person he liked to deal with. The alien stopped in front of them, close enough that Megatron had to crane his neck to look into its face, but far enough away that neither Inferno nor himself could pose any immediate physical threat to it. Clever.

"You have until the count of ten to interest me. If you fail to do so, we will destroy you. One."

"You get right to the point, yes."

"Two."

"Yes well, you obviously have, ahem, some rather complex plans for this particular area."

"Three." Megatron glowered at the alien's interruption, but didn't allow it to disturb him too much.

"However, as it has also obviously been made clear to you, there are those who would stand in your way and—"

"Four."

"Though you seem to have handled those individuals admirably, I should warn you that they have a nasty habit of refusing to just lie down and die like sensible creatures, yes."

"Five." Megatron's outward demeanor was as cool and calculated as ever, but inside, the first threads of nervousness began to unfurl. This wasn't going as well as he had hoped.

"Now, my associates and I have had many dealings with these Maximals—"

"Six."

"And I think perhaps our combined efforts against them would be mutually beneficial."

"Seven." The creature seemed unimpressed by Megatron's offer of an alliance, and Megatron reluctantly decided it was time to play his trump card.

"Eight."

"Hmmm, if that doesn't strike your fancy, perhaps this will, yes."

"Nine." Megatron extended his arm and quickly called up a particular hologram. As the image shimmered to life in his palm, the alien's eyes widened in shock. It stared at the revolving image of the two golden disks and Megatron smiled. True, he didn't really have both of them anymore, but this creature didn't have to know that.

"Very well, you have my attention. Perhaps we should move this conversation to some place more private?"

* * *

As the Axalon finally appeared in their view, Optimus noticed Dinobot was already waiting for them just beside one of the lifts. The imposing ex-Predacon's near-constant scowl seemed to deepen as Optimus landed, as though he hadn't quite believed the rather brief run-down Optimus had given him as soon as the Maximal commander had been within hailing distance.

"What happened?" Dinobot demanded as he, Rhinox, and Optimus ascended into the Axalon.

"What didn't happen," Rhinox said dully, a trace of bitterness in his voice. "Our guests seem to have quadrupled their number, we failed to take out the gateway, and the others have been sucked through to Primus knows where." Dinobot seemed taken aback by the unusual venom in Rhinox' words; clearly the situation with their teammates had hit him harder than he let on.

"What's worse, we don't dare try and blow up their portal now— it's our only hope of getting Silverbolt, Cheetor, and Rattrap back," Optimus continued. For a brief moment, Dinobot stared at him in utter disbelief. Then he exploded.

"Have your logic circuits shorted out?" he snarled. "If anything this serves only to underscore the fact that we must deal with these creatures now, no matter what the cost!"

"I'm going to pretend I didn't hear that," Optimus replied coldly. "They are our teammates, our friends, and I am not going to give up on them until we've exhausted every avenue."

"They are casualties of war! You cannot be as ignorant of that fact as you would have others believe!"

"And I really don't think you can dismiss them as easily as you would have others believe." There was a distinct challenge in Optimus' tone, but Dinobot never got the chance to answer.

"All right, that's enough. We aren't getting anything accomplished by snapping at each other like children. You two didn't come online yesterday, so start acting your age," Rhinox snapped, though to his credit, he didn't join in the shouting match that had erupted between Optimus and Dinobot. Surprisingly, it was Dinobot who caved in first.

"You are right," he said softly, "and I… apologize." Optimus was a bit taken aback by the unexpected sincerity in Dinobot's voice, but didn't cause the proud warrior any further embarrassment by calling attention to it.

"All right, let's get started. Dinobot, see if there's any way you can get ahold of Air Razor and Tigatron. Rhinox, find out as much as you possibly can about that gateway with the long-range scanners."

Dinobot knew perfectly well that there was very little chance of contacting the other two Maximals; Optimus had to know it too. But, he had meant what he said; if there were even the slightest chance their three missing teammates were alive, he would pursue it. Dinobot also knew the chances that Silverbolt, Rattrap, and Cheetor still lived were remote at best. Still, there was a tiny part of him, a part he refused to fully acknowledge, that almost wanted to pursue even the dimmest of hopes right along with Optimus and Rhinox.

"Perhaps you were right as well Optimus Primal," he whispered softly.

* * *

Rattrap looked up. And up. And into the cockpit of one of the most intimidating war machines he had ever seen. It resembled nothing so much as a large, very large, metal spider. Its coal black surface glistened dully in the pitiful light of the alien landscape as it loomed over them. A large crystal-like structure in the center of its front gleamed with the same hellish red light of the aliens' eyes; and a menacing cannon was mounted on its back.

"Okay… this is bad," Rattrap said simply. Their own weapons were more than adequate when it came to handling Predacons, but he seriously doubted they'd do much more than annoy the creatures piloting the behemoth before them.

"Indeed. What do you suggest we do?" Silverbolt asked. His wing still ached dully from the blast that had grazed him in the earlier battle, and even had he been in top condition, he doubted he'd be able to fly fast enough to avoid the cannon. Cheetor and Rattrap had escaped injury, and possibly could avoid a blast, but he knew they'd never leave him behind. Blast, this was a textbook example of a lose-lose situation.

Rattrap had formulated and rejected several strategies almost before Silverbolt's question had been completed. Truth be told, there was very little they could do except—

"Scatter!" Cheetor's loud cry of warning came a split-second before the mouth of the cannon began to glow and the three Maximals dived for cover in opposite directions. A bolt of white slammed into the place where they had been standing with earth shattering force, leaving nothing but a blackened, smoking hole.

"Man oh man, we just can't catch a break today!"

* * *

A flash of white lit the sky momentarily, confirming what she had already suspected. An uneasy murmur rose from the ranks of her comrades behind her and she silenced them with a sharp gesture.

"How did they find the newcomers so quickly?" The voice of her leader sounded behind her, causing her to jump a bit.

"They had to have been monitoring the Gate's activity. And the Seer is not shielding at all...I can sense him even from this distance," the last was added in a slightly puzzled tone. There was power in the Seer's presence, so why in the name of the gods wasn't he doing anything to hide it? Surely he had to know the Overlord's troops could track him.

"As can I. How many did you say came through?"

"I cannot be sure. The others were less… distinct. He was not alone however, of that I am certain." The leader nodded thoughtfully at her answer.

"Come then, they cannot hope to stand against the Overlord's troops for long," the leader's voice rang out clearly and immediately the rest of their small party snapped to attention. "Spread out, we must take them from all sides; and be prepared to retreat as soon as possible."

She took her position by the leader's side as the rest of the group fanned out and began closing in on the Gate, and the monstrous machine.

"They probably won't trust us you know," she said quietly as they crept over the barren terrain.

"They will not have a choice."

*

Cheetor rolled to one side, just barely avoiding being impaled by one of the "spider's" legs, and leaped to his feet, quite literally hitting the ground running. For such a cumbersome construct, the alien assault vehicle was fast.

"But I'm still faster," he couldn't help muttering, a cocky grin lighting his features despite the dire circumstances. He took a chance and raced directly under the belly of the arachnid machine, firing upwards as he went, hoping to hit some vital mechanism. It didn't work, but it did prove to distract the pilots long enough for Silverbolt to get a good hit in with a missile. For all the good it did—they weren't even denting the thing's outer armor! And its weapons... Cheetor froze suddenly, a new realization dawning on him. Except for that first blast, the aliens hadn't fired on them once, merely lumbered around, forcing them to dodge away from it—and each other.

"Oh slag. Rattrap! Silverbolt! Regroup, they're trying to split us up!" Cheetor sighed softly in relief as Rattrap immediately began working his way towards Silverbolt. The relief was short-lived, however, as their opponents' exact purpose for dividing them became clear. Cheetor darted forward, back under the assault vehicle, intent upon rejoining his comrades. Unfortunately, he didn't noticed the small hatch sliding open in the machine's underbelly just as he passed under it His first indication that anything was amiss came only when a tremendous weight slammed into him from above and sent him tumbling to the ground.

-

"Rattrap! Silverbolt! Regroup, they're trying to split us up!" Rattrap stopped firing at the hulk in front of him and realized with a start that Cheetor was right. Silverbolt was far to the right of his position, and Cheetor was on the other side of the alien machine. While taking it from three different sides might have been a fairly good idea, Rattrap had the uneasy feeling that it was precisely what their enemies wanted them to do. He fired a few more bursts and quickly closed the distance between him and Silverbolt, desperately trying to puzzle out the aliens' strategy.

"What can they possibly want?" Silverbolt asked as Rattrap reached his side. "If it were their intention, they would have destroyed us already."

"I dunno, but I'm bettin' it ain't good." Rattrap almost wished the creatures would fire at them — that, he was familiar with, that, he could deal with. The fact that they seemed to be ignoring him and his comrades unnerved him more than he cared to admit.

"Cheetor!" Silverbolt's startled cry drew Rattrap's attention to their other teammate and he felt a cold lump of fear form in his gut as he saw that the aliens were not ignoring all of them.

*

Cheetor lay still for a few precious seconds, disoriented and not quite sure what had happened. The pressing weight on his back shifted and he felt an arm snake around his neck before he was roughly hauled to his feet.

"I cannot kill you, stranger; our orders are to take you alive. How much we hurt you, however, is entirely up to you." The alien tightened its grip on his throat for emphasis. His captor abruptly spun him around just in time for Cheetor to see the last of a squadron of six drop to the ground from the belly of the metallic spider. "Now. Are you going to give us any trouble, little one?" The alien asked mockingly.

"Trouble? Oh yeah, that's a roger!" Before his captor had time to react, Cheetor hooked one foot around the alien's leg and jerked it forward, simultaneously throwing his full weight back. Both of them fell to the ground and Cheetor took the opportunity to roll away from the startled group. Behind him, he heard Silverbolt and Rattrap shouting, and a moment later a hail of firepower flew over his head and peppered the squadron. Cheetor quickly added his own efforts, and together the three Maximals managed to force their opponents to take cover behind one of the spider-machine's massive legs. Rattrap and Silverbolt skidded to a halt beside him, continuing to lay down a thick sheet of laserfire.

"You okay, kid?"

"Fine. You know, we can't keep this up forever."

"Tell me about it," Rattrap replied grimly. They couldn't keep it up forever, but he had no idea what they could do. Running away wasn't an option, but neither was fighting.

"Watch out!" Silverbolt's warning came too late, for at that moment, one of the monstrous legs swept towards their position, catching all three Maximals and hurling them into the air. Silverbolt landed on his damaged wing and nearly screamed at the agonizing pain that flared through his back. Beside him, Rattrap and Cheetor landed in a groaning heap.

"Ya know," Rattrap muttered breathlessly, "I t'ink we ticked 'em off." Rattrap was proven right when several of the weapons that had previously gone unused focused on the fallen Maximals.

"I think you are correct," Silverbolt said as the mouths of several guns began to glow with energy. The Maximals were able to do little more than leap out of the way as a line of energy bolts thudded into the ground before them. The assault vehicle lumbered towards them with terrifying speed, weapons blazing, forcing the Maximals to resort to purely defensive tactics.

"Geez, we're sitting ducks!" Cheetor shouted above the roar of weaponsfire, struggling to maintain his balance as the ground shook from the force of explosions.

"Oh man, and here come the hunters." Indeed, the entire squadron of alien warriors rushed towards the three Maximals, their eyes glowing with battle lust. Rattrap, Cheetor, and Silverbolt met them with every ounce of firepower at their disposal, but the aliens were as adept at dodging as the beast warriors, and the hits were few. The aliens swarmed around them, their strange silence almost as frightening as a war cry would have been, and once again the Maximals found themselves being driven apart. Three of the aliens attacked Rattrap and Silverbolt with a fury not even Dinobot could have matched, while the other three concentrated solely on Cheetor, slowly herding him away from his friends. Surprisingly, the aliens had forgone their own weapons, and seemed content with hand-to-hand combat.

Silverbolt ducked a hastily thrown punch and plowed into his attacker's middle, managing to throw the alien into one of its companions. The two regained their feet almost immediately however, and Silverbolt and Rattrap soon found themselves back to back, surrounded by their foes.

Cheetor, meanwhile, was faring even worse. For every hit he managed to land on his tormentors, he received at least two in return. The aliens made no sound, but he was certain they were laughing at his admittedly ineffectual attempts to defend himself. Finally, however, the ringleader made a mistake, and left Cheetor the opening he had been praying for. With a savage cry he hardly recognized as his own, he threw himself at the creature, landing a solid kick to its midsection. The thing was thrown back into its comrades, clearing a space for Cheetor to escape the knot the aliens had formed around him. The others were only a few yards away, if he could make it, he could get the drop on the group that had attacked Silverbolt and Rattrap and together they could force the squadron back. It was a plan formed of near hopeless desperation, but it was all he had.

He never knew what hit him.

With a guttural snarl, the squadron commander lurched to his feet and drew his energy weapon. True, he had been ordered to take that one alive, but beyond that, the Overlord didn't care what condition he was delivered in. The alien smiled as he took aim and fired, feeling a thrill of satisfaction at the agonized scream that rent the air.

-

Something crashed into his back and searing heat surged through him, until the pain blotted out all other awareness. Someone let out a bloodcurdling scream and he dimly realized it was himself. Cheetor collapsed to the ground, barely conscious, his internal diagnostics nearly overloading with damage reports.

_Hold on, help is on the way._ For a moment, Cheetor thought someone was speaking to him, but the whisper-soft voice faded away as quickly as it had come and he was left staring up at the gruesome visage of the squadron commander, and the still glowing weapon aimed at his head.


	8. Part VIII

**Part VIII**

Rattrap and Silverbolt fought frantically, back to back. There were only three of the creatures, but the aliens were proving to be remarkably hard to knock down. In such close quarters, they didn't dare use their weapons, and mere fists were largely ineffective. Of course, in Rattrap's case, the fact that his opponents were almost three times his size wasn't helping any. Much as he hated to admit it, Rattrap couldn't see a way out of this situation. It was becoming painfully obvious that they were outmatched, and even if they could fight their way free, where would they go? _Not_, Rattrap thought to himself, glancing over at the hulking spider-machine, _that we'd have time to run anyway; that thing would blow us to bits before we made it five feet._ All in all, this had not been one of their better days. Rattrap barely dodged what would have been a shattering blow, invoking every swear he had ever heard as he ducked and rolled. Beside him, Silverbolt was furiously grappling with one of the aliens, and it seemed as though he was gaining the upper hand—until one of the other attackers barreled into them and all three tumbled to the ground. Rattrap moved to help his teammate, but a vicious right hook from the remaining alien sent him sprawling. Geez, Rattrap thought groggily, if they were doing this badly, how was Cheetor faring? He risked a quick glance in the direction the remaining aliens had forced Cheetor and winced. To all appearances, the cat was doing worse than they were, with his opponents scoring hit after hit. There was something about the alien's manner that bothered him though. Rattrap had no time to reflect on the matter, however, for at that moment he suddenly found himself being hefted off the ground and hurled into his teammate, who had somehow managed to squirm away from his attackers. The two Maximals landed in a dazed tangle of limbs, and each of the three aliens they had been battling at last drew their energy weapon.

"We grow tired of this," one of them hissed at Rattrap and Silverbolt. "Now you two die." Rattrap had been saying those same words over and over again since the Axalon had first crashed on the planet, but for the first time in his life, he actually believed it. They were going to die. He was sure of the fact right up to the point where Cheetor attempted to pull one of the stupid stunts Rattrap and the other Maximals had dared to believe he'd finally grown out of. Out of the corner of his eye, Rattrap saw Cheetor take down one of his attackers with a rather impressive combination, but instead of trying to remove the threat the other two posed, he immediately began racing towards the three that had their weapons trained on Rattrap and Silverbolt. Obviously he intended to distract the aliens long enough for them to get to some kind of cover and regroup. It was a good enough plan, but Cheetor had made one of the worst mistakes one could make on a battlefield.

He had forgotten to watch his back. The brief hope that had flared when the two Maximals saw their comrade break free was quickly changed to horror as the alien Cheetor had downed regained its footing, drew its own weapon and fired, hitting Cheetor square in the back. He cried out in agony and crumpled to the ground, where he lay horribly still. The creature that had fired the shot stalked over to Cheetor's prone form and brutally shoved its blaster in his face, gesturing sharply to its other two comrades. The aliens guarding Rattrap and Silverbolt smirked down at the two Maximals as they noted the other alien's actions.

"We have what we came for, I believe it is time you bid this existence a fond farewell." Rattrap gulped softly as the ends of all three of the aliens' weapons began to glow white.

"Well 'Bolt, it was nice knowin' ya," he sighed. There was nothing he could do, and this time there would be no last minute rescue. A measure of eerie peace came with that resignation, but it was small comfort. There was not a snowball's chance in a frying pan that it would be painless, but he sincerely hoped it would be quick.

"Likewise Rattrap, it has been an honor serving with you."

*

Even the slightest attempt at movement sent crippling bolts of pain throughout his entire superstructure.

"_Slagging Bleeders, don't elites ever use anything else? This HURTS!"_ Bleeders? Elites? What were those?

"_A noble effort, youngling. Futile, but noble."_ Cheetor glared at the alien and struggled to rise, despite the threat of a charged weapon less than three inches from his face. _"You would do well to remain where you are; I would have killed you just then, were it not for my orders. Do not tempt me to disobey them again."_ The alien glowered down at the robot, noting with twisted glee that even the slightest movement was sheer torment for him. These creatures had proved to be more troublesome than he had anticipated, and then this… this whelp had humiliated him, the Captain of the Overlord's Elite Force, in front of his troops. Oh, he would dearly love to kill this one, Seer or no. Still, it might be almost as satisfying to watch his companions meet their doom.

Cheetor was fervently praying to whatever divine forces might be listening that a way out of this would make itself known. He knew without looking that Rattrap and Silverbolt had been pinned down, and he certainly wasn't going to be of much help.

"_We are almost there, just hold on. Distract them if you can!"_ Again that unfamiliar voice drifting through his mind. It occurred to him briefly that he ought to be alarmed, but after all that had happened to him this day, another strange voice in his head seemed almost mundane.

_Distraction, distraction; weird, disembodied voice in my head says I need a distraction_, he thought to himself, feeling another insane laugh rising in his throat. _Not now_, he told himself firmly. _You can go postal later; our lives depend on this._ Not that there was anything he could do while lying on his back. But how could he get the goon above him to let him up? The problem was solved for him when the alien abruptly leaned over, gripped him roughly by one arm, and jerked him to his feet. Without uttering a word, the creature spun him around so that he was facing the group that held Rattrap and Silverbolt captive. What he saw turned his mech fluid to the proverbial ice in his "veins". The alien gripped his shoulder savagely and propelled him further forward.

"_Watch now, Seer, as your friends die."_

* * *

"_You were able to contact him?_" She started a bit as her leader's voice interrupted her thoughts.

"_I believe so, but he did not answer me. I only hope to the gods he can find a way to draw their attention—they have a Crawler, and it looks as though the Overlord has sent the elites in to do the job."_

"_A Crawler? Blast, I knew we should have brought more backup. Of course the Overlord would not trust such a mission to just any underlings. The Seer knows we are coming though?"_

"_Again, I think so. I did not dare speak for very long, for fear the elites would hear me. And as I said, he did not answer."_

"_Could mean he is ForeSight gifted then, not MindSight or SoulSight; good."_

"_It appears so."_ The leader turned away from her and raised his voice again, addressing the rest of their party.

"_We wait another ten marks, then charge, regardless of the situation. Is that clear?"_ A chorus of affirmatives was heard, and the entire company began inching a bit closer to their target area, on their bellies in the sand. Ten marks more, and then they would rush into yet another confrontation; something they had been losing far too many of lately. The presence of a Seer on their world, well one on their side, would greatly boost flagging morale, but she had no particular desire to charge a group of elites and a Crawler; not when they would be unable to hide their advance if the Seer failed to provide them with cover. But could he?

She was answered a moment later when a terrific explosion rocked the ground beneath her, and the sky was lit for miles with a fiery red glow.

_By the _gods_! Now that is what I call a distraction!_

* * *

Cheetor valiantly tried to school his features into the same mask of indifference Rattrap and Silverbolt wore, tried to refuse the aliens the satisfaction of seeing how much those words affected him.

He didn't succeed.

Behind him he heard the aliens hissing laughter, felt their delight at the prospect of a slaughter. It made him sick to feel their disgusting glee at the thought of taking another life slithering through him.

_Glowing crimson in the darkness._

Rattrap and Silverbolt stood as one, refusing to meet their end on their knees. "See ya on the other side, Kiddo. It's been fun," Rattrap said soberly.

Beside him, Silverbolt nodded. "It has been a privilege to know both of you."

_Glowing, pulsing, feeding the mechanics._

The aliens laughed out loud now, the charges on their weapons building with each passing second. Rattrap and Silverbolt waited for their captors to position Cheetor with them for execution, but the aliens were making no move to do so. As for Cheetor himself, he didn't seem to be paying any attention to the situation. Rattrap was a bit put out that the kid wouldn't even look at them before they died, but the annoyance was snuffed out as he noticed the complete blankness of Cheetor's expression; the way his gaze seemed to have been focused totally inward. Was he planning something?

_Closer, closer… now! A quick burst of light and the crystal shattered! Energy poured into the delicate electronics and circuitry at a phenomenal rate, building… building, too much pressure. An earth-shattering roar as the Crawler exploded into thousands of flaming pieces!_ Cheetor shook his head slightly, ignoring the panic the strange images caused for the first time since they had began. Distraction? He'd give them a distraction all right.

"_What say you to this, Seer? Any last remarks to your comrades before they die?"_ The snide "voice" of the alien filled Cheetor with rage. Without even realizing what he was doing, he replied in kind, shocking the alien to the core.

"_Nope, but I've got a question for you. Just how fond are you and your friends of those scaly hides?"_ With that, Cheetor slammed his elbow into his captor's middle, causing the alien to double over with a strangled grunt. In one smooth motion, he stepped away from the alien and drew his tail-blade. True, he hadn't used this particular weapon often, but he didn't think his lasers were powerful enough to get the job done. The spider-machine, or Crawler he should say, had positioned itself only a little ways off from the "execution block" and Cheetor grinned almost ferally as he took aim. Before any of the other aliens could reach him, he hurled the tail blade like a javelin, crowing in triumph as it flew through the air and embedded itself in the scarlet crystal that adorned the spot just below the Crawler's cockpit.

"Run for it!" he shouted to Rattrap and Silverbolt, even as the six aliens began stumbling back, panic written on their features, their prisoners forgotten. A high-pitched whining filled the air as a web of cracks appeared in the crystal, and its ruby glow began to pulse wildly. The three Maximals pelted across the earth away from the Crawler, silently counting the seconds as they ticked by.

_Should be happening… just… about… now._

"Hit the dirt!" he bellowed, pausing only long enough to make sure his companions had heard before taking his own advice. A moment later, an ear-splitting explosion was heard and a wave of searing air washed over them. Cheetor winced as it made contact with his badly burned back and tried to burrow deeper into the hard packed earth beneath them. Twisted pieces of burning, half-melted metal rained down around them, though thankfully they seemed to have made it far enough away to avoid the largest bits. As a bit of small fortune, Cheetor's tail-blade landed into the dirt not to far ahead of them. As soon as the shockwave from the explosion had spent itself, the three Maximals leapt to their feet—Cheetor taking the briefest of moments to retrieve his weapon—and sped away from the area and, hopefully, their attackers.

No such luck.

* * *

The Captain hurled himself onto the unforgiving earth, covering his face and head as best he could as their vehicle exploded. Dimly, he heard his troops shouting at each other, but he couldn't quite concentrate on them. All his thoughts were centered around one theme—he should have killed the Seer. Orders or no, there was something _bizarre_ about that one. Every one of the ancient texts he had ever read suggested that all Seers, especially the MindSight and SoulSight gifted, had a measure of telepathic ability, but not like that… not that strong or that clear. Not even one who was MindSight gifted should be able to project like that. He didn't care about his orders anymore. There was something not right about that robot; for the good of everyone, it would be better to kill him.

"_Get up! All of you get up, before they get away! I am countermanding our previous orders, we are out of our depth. Destroy those creatures, no matter what it takes! _"His troops nodded curtly and raced off in the direction the robots had taken. The Captain suspected that more than one of them wanted to squeeze the life out of the Seer as much as he did—no one humiliated the Elite Force and got away with it. The Captain lurched to his feet and was about to run after his troops, when a heavy weight slammed into his back, forcing him to the ground again.

"_I do not think so, elite! We will not allow you to harm them."_ The Captain stared up at his attacker, and knew for certain that the situation had just escalated out of his control.

* * *

As soon as they had realized that the Crawler had been dealt with, they abandoned their places in the sand and dashed forward. She took the lead, charging into the clouds of oily smoke that billowed up from the remains of the Crawler with a determination some of her comrades lacked. Within seconds, they encountered the straggling members of the elite force, who were obviously too intent on recapturing the three newcomers to notice that they were being ambushed. She saw her leader, barely, attack the Captain of the elites, but they were quickly swallowed up by the thick blanket of smoke. No matter—her leader was one of the most capable warriors in their band. If anyone could take on the captain of the Elite Force and win, it was him.

She trusted her teammates to take care of the rest of the elites and focused solely on locating the Seer and his companions. Not that it required much of her attention. The way the Seer was broadcasting, even the half-trained younglings back at camp could have detected him. In fact, he and his companions were coming towards her now, at a rather hasty pace.

The full significance of that realization hit her a split second before one of the newcomers did. With a startled yelp, she lost her balance and fell rather ungracefully to the ground. The creature that had run into her seemed just as surprised, and he pin-wheeled his arms wildly to avoid falling right on top of her. It might have been comical had the situation around them not been so serious. The creature recovered its balance quickly, though, and she suddenly found herself on the business end of a small hand-held blaster. She eyed the creature warily before raising her arms in what she hoped was a non-threatening manner and slowly got to her feet. As she did so, she took a good look at the creature in front of her, trying to identify its species. It was only about three quarters of her height, and it was obvious that most members of her troop would tower over it. More startling though, was the fact that it didn't seem to be an organic. Its body was of silver and blue metal, with a rather awkward looking metal backplate, whereon rested two wheels. Behind it, she could just barely make out two other figures, each rather a bit taller than the one before her. If the small one's appearance was odd, his companion was even more disturbing. Its face vaguely resembled that of a tedra, a canine creature that had once roamed this area widely, and it sported a rather impressive set of feathered wings. It was the last creature, however, that riveted her attention. Compared to the other two, he wasn't all that remarkable in appearance, at least to her way of thinking, but anyone who knew what to look for could feel the power that flowed in him. She herself had never been in contact with someone who had the Sight, but the aura was unmistakable.

"_Greetings. Would you mind terribly if I asked you to call off your friend?"_ she asked mildly. The Seer's green eyes widened slightly in what she hoped was recognition, but the small one spoke before he could answer her.

"Look buddy, I ain't usually like 'dis, but you guys started it." He was going to shoot her, she realized with an icy chill. And, unlike some of the other members of her troop, she didn't have very effective shields. It had just begun to depress the trigger on its weapon when the Seer suddenly lunged forward.

"Rattrap, don't!" he shouted even as he shoved the small one's arm upwards, forcing the shot to go wild. She breathed a sigh of relief as the Seer quickly interposed himself between her and his comrades.

"Have you lost your senses, Cheetor?" the winged one demanded incredulously, drawing a strange feather-shaped protrusion out of one wing. She had no idea what it was, but she doubted it was just there for decoration.

"No! I… uh… she… um―"

"Please, I mean you no harm. My squadron and I wish to help you," she stated as she stepped forward to stand beside the Seer. The motion evidently made the other two extremely nervous, but she didn't have time to play around. _"And thank you, Cheetor is it?"_ she added silently. Again, the Seer didn't reply, but he nodded shortly. "Listen, it is only a matter of time before the Overlord sends reinforcements, we must be gone by the time they get here. I do not expect you to trust me, and I can only offer my word that you will not be harmed if you come with us, but you will certainly be killed if you stay here." Gods, but she hated speaking out loud! It was so much quicker mind-to-mind.

"Guys, we really don't have much of a choice," Cheetor pointed out quietly, seeing the dumbfounded looks on his comrades' faces. The alien beside him had a point; there really was no good reason why they should trust her, but he did. He was sure it had been her voice he had heard earlier, and that combined with the fact that she didn't seem to give off the same feeling of general nastiness he had noticed in all the other aliens… Plus, it just felt as though he should trust her. Her. How did he know it was a 'her' earlier? Cheetor closed his eyes and wished for a wall to beat his head against.

"As much as I hate to admit it, Rattrap, there is no other option," Silverbolt said just as quietly. Unspoken was the thought that perhaps they should trust this alien because they had nothing left to lose. With things as they were, they were only putting off their deaths. This alien and its squadron might prove to be allies. Rattrap glanced from Silverbolt to Cheetor and back again, then reluctantly put his blaster away. She smiled brightly at them.

"I promise you, you will not regret this."

"We hope," the one called Rattrap muttered, though she doubted he had intended for her to hear. Oh well, she'd earn their trust eventually, and she had a feeling she already had the Seer's trust. Hopefully, her leader and team had managed to drive the last of the elites away. Only one way to find out.

"_I have them! They've agreed to go with us, what's the situation?"_ Immediately, her leader answered, relief evident in his "voice".

"_Thank the gods, we were beginning to worry. Everything is under control here, but we must leave quickly. How are they reacting to you?"_

"_The Seer seems to be willing to trust me. Two others came through the Gate— they are considerably more suspicious." _

"_Only to be expected I suppose. At any rate, bring them over, we should pull out as soon as possible."_

"_Understood."_

"Please follow me," she said softly, before turning and nearly vanishing in the clouds of smoke.

"Man oh man, I hope we don't regret 'dis."


	9. Part IX

**Part IX**

Inferno trailed a few feet behind the Royalty and the strange alien, wishing fervently that he dared voice his doubts about this alliance to his Queen. Oh, he wanted nothing more than the destruction of the enemies of his Colony, thirsted after their mech fluid, and yearned to rend them limb from limb with an insane intensity… but this was not the way. These creatures exuded a ruthlessness and malevolence that none of the Predacons, not even the Royalty himself, could come close to matching. To strike a deal with these things was begging for trouble; even to Inferno that was obvious. Was this only the latest scheme in the Royalty's obsessive plans to destroy the Maximals? Or was there something more here… Inferno glanced up at Megatron, who was quietly taking in everything about the encampment. The cool, calculating, and vaguely arrogant expression on his Royalty's face answered Inferno's questions—yes, there was much more to this situation than there appeared to be at first glance, and the Royalty was already working on a way to turn it to his advantage. Well, surely his Royalty knew what he was doing; if he said they needed an alliance with these monstrosities, then they needed an alliance.

Still, and though he would rather die than stand against the Royalty's wishes, Inferno could not quell the feeling that maybe they were getting in over their heads.

Megatron followed the alien at a discreet distance, studiously ignoring the occasional furtive gleam of red that gave away the positions of several alien troops watching the small procession. The leader led them to the largest of the lightweight metal domes surrounding the gate, one of the few that had not been toppled or scored by laser fire, Megatron noted. Upon closer inspection, the recent battle damage was even worse than the Predacons had first thought, and Megatron grudgingly admitted that the Maximals seemed to have made a rather impressive stand against their new guests.

"Quite a skirmish you managed to get into, yes," he said amiably. The alien ahead of him tensed slightly and drew itself up to its full height.

"The damage matters not. We have what we needed from these 'Maximals.' The rest are expendable. I believe you claimed to be able to assist us in this matter?" The alien stepped through the arched doorway of the dome and immediately dropped into one of several large seats that surrounded an equally large table in the center. Megatron and Inferno gingerly sat down as well, Megatron's mind working furiously. Unintentional as it may have been, the creature had let something very important slip. The _rest_ of the Maximals were expendable? This implied that at least one of his hated enemies was now a prisoner of these things. Interesting. But the creature had also said that 'they had what they needed' from the Maximals. What could one or more of the Maximals possess that these admittedly superior beings could have need of? It might be a question worth answering.

"Indeed we can my dear…" Megatron trailed off, realizing that the alien had not offered him a name. For that matter, he didn't even know if the things _had_ names.

"Valdin. Second Rank Commander Valdin," the alien supplied suddenly.

"Er… yes. At any rate, Valdin, my troops and all the knowledge of our mutual enemies we have gained are at your disposal. As well as _other_ tokens." Megatron once again called the hologram of the 'Golden Disks' into existence. Once again, greed and anticipation flashed across the alien's features.

"And what do you ask in return?" Megatron chuckled at the question.

"The total annihilation of the Maximals," he said, his voice low and dangerous.

"In that case, you have a deal."

The glow spread outward and downward, and with but a thought, the Guardian's essence flowed along with it. Down, down, until the air became hot and the soft earth gave way to hard rock. Deep into a tiny crevice, wherein rested that which the Guardian sought.

"_Dearest gods above, still there, still unchanged even after all this time,"_ the Guardian reflected. It had rather hoped that the thing had somehow been destroyed.

"_Oh yes, any excuse to avoid what you know you must do. Gods above, look at what you have been reduced to. A quivering coward who would stand idle while Overlord twists another innocent soul to his uses. An innocent _you_ sent to him. Ah, the brave Guardian, a mighty warrior who now sends children to fulfill Its duty, who sends an untrained Seer straight into the worst possible place for him to be. Oh yes, that was a _brilliant_ move. Gods. With a Gift as raw as his is… Oh you stupid, selfish fool, why did you not just gift wrap him for the Overlord as well?"_ The bitter truth of the self-accusations steeled the Guardian's resolve, and It plunged into the crevice. _"So be it. I will finish what I started all those centuries ago; I will see this cycle put to rest. It may kill me, but I will not allow it to cost more lives than my own!"_

_Okay, that's it—this is officially the worst day of my life,_ Rattrap mused silently as their newfound guide vanished into the thick smoke. Cheetor quickly followed it, and after a moment's hesitation, Silverbolt and Rattrap followed suit. It was quite possible, even more than likely that they were simply walking into yet another firing squad, but it didn't really matter anymore. One way or another, if these creatures wanted them dead, it was going to happen.

"Why do you suppose he prevented you from firing on it?" Silverbolt's voice brought Rattrap out of his pessimistic reverie. He didn't have to ask what the Fuzor was talking about, the question had occurred to him as well.

"I have no idea 'Bolt. Somethin's up with that kid, I can tell ya that much."

"Hmm, yes. He has been acting… strangely." Rattrap nodded absently in agreement, then hastened his pace and caught up with Cheetor.

"So, ya mind tellin' me why you're suddenly so buddy-buddy with these guys? Or did it escape your notice that they just tried to _kill us_?" he asked harshly as soon as he was within speaking distance. Cheetor sighed and muttered something under his breath before replying.

"They aren't the same ones."

"Uh… yeah. Run that by me again?"

"These aren't the same guys that tried to kill us."

"Oh really now," Rattrap said caustically, "and how d'ya figure that?" Cheetor had no answer for Rattrap, and wished ardently that he could recall his words. He had no idea where they had come from really, or why he was so sure that the alien he was now following was different from the ones they'd encountered thus far. He hadn't really been paying attention to Rattrap's inquiry in the first place—and the answer had just kind of popped out. He couldn't very well tell that to Rattrap, though. He was saved from further floundering, however, when a cascade of blue-white sparks suddenly erupted from the wound on his back, accompanied by a none-too-reassuring hissing, popping sound. He didn't cry out, he was absurdly pleased to note, but he stood stock-still and clenched his jaw so hard it was a wonder it didn't shatter from the pressure.

"What the… geez, Kiddo!" Rattrap really looked at the damage on Cheetor's back for the first time and winced. The energy bolt had hit him between the shoulders and spread downward nearly to his waist, leaving very little behind. Portions of the outer plating had quite literally been burnt away, revealing ruined circuitry beneath, and the parts that hadn't been melted were scorched black. Cheetor shrugged lightheartedly, but the effect was ruined by his grimace at the obvious pain the movement caused.

"I think it looks worse than it is," he said reassuringly. "Besides, it was my own stupid fault. Shouldn't have turned away from those three."

"You would be surprised at the number of our own troops that have suffered similar injuries, for just that reason." Both Rattrap and Cheetor jumped slightly as their guide's voice interrupted their conversation. "We have a repair bay at our camp, will you be all right until we get there?" Even through the harsh, gravelly quality of the alien's voice, the gentle concern was evident.

"Yeah, I'm fine… uh, what do we call you, anyway?"

"Of course, how rude of me. My name is Tyl. You are Cheetor, and you are Rattrap, but I did not catch your comrade's name."

"I am called Silverbolt," Silverbolt said from behind them, albeit a bit warily. Obviously the Fuzor found their guide less than trustworthy. For the time being, Rattrap was inclined to agree. Tyl seemed oblivious to their mistrust, however, and smiled in genuine friendliness, then turned and continued in the direction they had been taking.

"Now that we are properly introduced, we had best be on our way. The Overlord's reinforcements will not waste time in coming to see what has become of their comrades."

"_Tyl? Where are you child?"_ Her leader's voice sounded in her head, layered with anxiety.

"_I am sorry, sir. Two of them were injured, and I stopped to make introductions as well."_

"_This is no time to strike up a conversation, Tyl. We should be gone as of five marks ago."_

"_Yes sir, we shall be there directly."_

"Please hurry, we really are running out of time." The urgency in Tyl's voice was unmistakable. At long last, the smoke began to thin and the Maximals found themselves approaching a small knot of about twelve of the aliens, presumably Tyl's comrades. Bound and captive at their feet, and plainly rather unhappy about it, were the six creatures that had attacked Rattrap, Silverbolt, and Cheetor. The one who had shot Cheetor lifted its head and glared hatefully at them as they approached, struggling against its restraints. Tyl smirked at it and beckoned the Maximals forward.

"Everyone, this is Rattrap, this Silverbolt, and this Cheetor. These are my teammates; we will have time for formal introductions later." A few of Tyl's squadron offered tentative waves or smiles, but they were all clearly nervous and quite eager to leave. One of the taller of the aliens stepped forward, bearing itself with such authority that Cheetor had to fight the urge to salute. "This is Aaylor, our commander," Tyl said, and she _did_ salute.

"_Commander, hah! Rebel filth, you will pay for this. Mark me, your heads shall decorate the Citadel soon enough."_ The icy "voice" cut through Cheetor's thoughts, filled with hatred and burning desire for vengeance. From the expressions on the faces of Tyl's comrades, the words had been spoken to all of them. What followed, however, was meant for and heard by him and him alone. "_As for you, Seer, you and I will most certainly be meeting again. And nothing will be able to save you from my wrath. You have the sworn word of First Rank Captain Garlach on that.__"_ Cheetor met the Captain's eyes unflinchingly, but inwardly, and much to his shame, he was quaking. Great, the alien wanted him dead. It had been bad enough when he had discovered the things wanted him _alive_, though for what purpose he couldn't imagine. Given the characters of the Captain and his crew, he wasn't sure he _wanted_ to imagine.

_What did I do to deserve this,_ he wondered silently, in a sort of numb disbelief. A shrill whistle interrupted that train of thought before it could go any further, and he tore his gaze away from the Captain to see Tyl, Aaylor, and their squadron in a near panic.

"_Te'quiath!"_ Aaylor "shouted". Cheetor had no idea what the word meant, but judging by the tone of Aaylor's voice, it was a rather blistering bit of profanity. _"__They are almost here, we have to fall back. Leave the elites, we will have other chances at them,__"_ he continued unnecessarily; his troops were already melting into the shadows and thin wisps of smoke that still drifted up from the remains of the Crawler.

"Looks like it's time to split," Rattrap observed.

"Affirmative. Follow me, and for the gods' sakes, stay close!" Tyl barked. The three Maximals had no choice but to follow as she quickly sprinted after her teammates. Without consulting about it, they reverted to beast mode and raced after her, though Cheetor and Silverbolt had been effectively grounded by their injuries.

By the time reinforcements had arrived and freed the Elite Force, there was no sign of Aaylor and his rebels, and Garlach knew better than to try and pursue them in their own territory. Still, he had meant what he had said—he would have his revenge upon the usurpers if he had to scour every inch of the planet to find them. And after the rebels had been put to death, he and his squad could have their revenge upon the Seer.

"_Run all you like, child. It will not save you.__"_

"_But perhaps I will.__"_ Garlach flinched as the cold "voice" sounded in his mind.

"_My liege! I― I―"_

"_Be still, you blithering idiot. I trust it is safe to say you failed in your mission?"_

He listened to Garlach's report with equal parts fury and fascination. How his Elite Force could have failed to kill two strangers and capture another was beyond him, but if what the Captain claimed about the Seer was true… The bloodlust and hatred in Garlach's "voice" as he spoke of what had transpired was impossible to miss, and he decided to squelch it immediately.

"_You are my most competent warrior, and we were not aware of what these beings were capable of. Those are the only reasons I am not going to punish you and your troops. But know this, Garlach, I do not care what you do with that traitor Aaylor and his pathetic followers if ever you manage to catch them, but I need the Seer alive."_

"_As you command, my lord._" He glowered at the barely smothered fury in Garlach's reluctant acceptance of his orders. The honor of the Elite Force had been something of an obsession for Garlach ever since he had taken command of them. The fact that in his eyes the newcomers had stained that honor could become something of a problem if he truly expected the Seer to be delivered to him in any condition to be used. He wished he could afford to have the hotheaded fool executed, but Garlach really _was_ the best warrior in his army; almost a match even for _him_. Almost did not count, however. There had been only one who could ever best him in a fight, and that particular warrior had been dead for centuries. He laughed softly to himself.

"_Ah, Taver, my old friend, to have been able to see the look on your face when you realized what I had done…__"_ His amusement lasted for only a moment, though. He _needed_ that Seer, and he needed it now. All of his plans for the future hinged on obtaining a Seer with, for lack of a better term, _fresh_ power. Ah well, there was nothing he could do about it at the moment—best to let his underlings handle the matter.

The being who called himself the Overlord leaned back in his seat, an expression of pure arrogance and blackest evil on his features. Things would fall into place. They always did.


	10. Part X

**Part X**

Tyl raced after her comrades, barely waiting for Rattrap, Silverbolt, and Cheetor to follow. _"Such strange names,"_ she reflected idly. "_Then again, what would I expect from such strange creatures?"_ She turned her head slightly to make sure they were keeping up and almost cried out when she saw not their three guests, but three unfamiliar animals chasing after her. She was about to draw her weapon when the smallest of the creatures suddenly pulled even with her, its wheels kicking up clods of dirt.

"So how far away is this camp o' yours?" the thing asked in Rattrap's voice. Her mouth worked soundlessly for a few moments before she found her voice again. _Very_ strange creatures indeed.

"A―Actually we are probably directly above part of it now. We reside in a series of tunnels beneath the surface of the planet. The rock shields us from the Overlord's scanners and trackers. One of our entrances should be just ahead." Rattrap nodded in satisfaction and craned his neck around to face his comrades, who had evidently just caught up.

"Hey Silverbolt, Cheetor, ya hear that?"

"Yup. Good thing, too—this _really_ hurts," Cheetor replied with a slight hiss. Tyl nodded sympathetically.

"The Bleeders are a favorite weapon of the Elite Force, probably _because_ they cause such painful wounds." Cheetor's ears pricked up at the mention of "bleeders" and an expression not unlike alarm spread across his face.

"_Bleeders_?" he repeated softly. "Those gun-staff… things are called Bleeders?"

"Yes. They siphon off energy from the very environment and condense it into those plasma-like bolts. In other words, they "bleed" the surroundings for energy."

"Which is why you call them Bleeders," Silverbolt said, his interest piqued despite his lack of trust in their hosts.

"Well, that and the fact that it is much easier to say than Series Four Automatic Siphon/Discharge Weapons." That startled a chuckle out of Rattrap and Tyl grinned broadly. Cheetor smiled as well, but his mind was racing too quickly to really dwell on the joke.

_Oh man. Ohmanohmanohman. What's happening? What is _happening_! I… I _knew_, I knew what those weapons were called. That's impossible. This whole situation is just impossible! Whoa, whoa, calm down, Cheets. Stay together, stay cool. You can deal with this. You _will_ deal with this._

"We are here." Tyl's voice interrupted his near-panic. Their hosts had stopped and were clustered around a large boulder. Two of the aliens stepped forward and grasped the rock firmly… then heaved it up like a hatch. Tyl touched his shoulder and grinned at him. _"__The Overlord and Garlach would have fits if they knew how close our base is. Parts of it run almost directly under their _own_ base!__"_ Cheetor returned the grin, albeit a bit weakly, and glanced over at Rattrap and Silverbolt. Judging by the fact that neither of them had suddenly began jumping and screaming at voices in their heads, Tyl hadn't "spoken" to them. Tyl followed his gaze and evidently figured out what he was thinking about. _"__By the gods, you know they would not be able to hear me.__"_ Her "voice" had a mildly chiding tone.

"No, I didn't know. Why not?" he asked quietly, not wanting his teammates to overhear. Tyl seemed puzzled and more than a bit surprised by the question.

"_What do you mean, 'why not'? They are not of my kind, and they are not possessed of the Sight. Of course they would not be able to hear me, or any of my people for that matter. Forgive me Cheetor, but that is a rather foolish question.__"_

"Oh, yeah… right. Silly me." Tyl took note of the Maximal's troubled expression and mistakenly took it to be a response to her light scolding. She gave herself a mental kick in the posterior for speaking so harshly.

"_My apologies, Cheetor. I did not mean to upset you. I am sure that burn is… distracting to say the least, and after everything that has happened to you and your friends today… how could anyone expect you to remember every nuance of telepathy?!__"_

"Uh, yeah. Hey, don't worry about it; I think we're all pretty stressed."

"_Stressed? My, you certainly use interesting expressions. I have a friend who would be thrilled to meet all of you—he loves to study alien cultures.__"_ Cheetor nodded absently as he watched the aliens file down into the dark tunnel beneath the rock/hatch. Rattrap hesitated on the edge and resumed his 'bot form. A few of the aliens stumbled back in surprise, but seemed more fascinated than frightened. Silverbolt and Cheetor followed his example. With a shrug, Rattrap slipped into the dark tunnel, and Cheetor heard a dull thud as he landed—apparently, there was a slight drop to the ground. Silverbolt was next, followed by Tyl, and then it was his turn. For a moment, he was seized by an irrational apprehension; given the turn his thoughts kept taking, he wasn't sure he wanted to see more shadows right now.

"What's the matter, Pussycat? Afraid of the dark?" Rattrap's laughter-tinged voice floated up from the gloom.

_Yes, Rattrap. I am,_ he thought silently, before dropping into the cool embrace of the darkness. The tunnel was constructed entirely of hard rock, and was lit very dimly by what appeared to be some kind of luminescent moss growing on its walls. Tyl was waiting for him just below that hatchway, her fiery eyes glowing even brighter in the dimness, and he could just barely make out Rattrap and Silverbolt a bit further down the corridor. For the time being he ignored Tyl, still more than a little disturbed by the turn their conversation had taken a few moments ago.

_What would _I _know about telepathy? I didn't even know it really existed until I met the Guardian! She seemed to think I ought to be some kind of expert! And why can _I_ hear these guys when Rattrap and Silverbolt can't? I mean, I talk to the Guardian, but that's all _Its_ doing… it can't have anything to do with me. It can't… And that word… again that word. What the slag is 'Sight'?_ For a moment, he wondered if he had been right to trust Tyl and Aaylor. They seemed nice enough, but what if Rattrap and Silverbolt were right? What if he had simply led his friends into another trap? He was playing with their lives based only on a feeling for crying out loud! But as soon as the thought occurred to him, it was banished by the same overwhelming feeling that had caused him to lunge at Rattrap and prevent him from firing upon Tyl. She _could_ be trusted, her friends could be trusted—none of them meant him or his comrades any harm. _Boy, did I ever buy a one way ticket to wacky-land,_ he reflected, a small not-smile stretching his mouth. All right, fine. He'd play along with whatever Tyl said for the time being, pretend he knew exactly what she was talking about. It'd be… safer that way. And who knew? Maybe if he listened to her long enough, he'd be able to piece together exactly what was going on. Hopefully.

Valdin listened intently as Megatron briefed several of his troops on the defensive capabilities of the "Maximals". These "Predacons" had proven to be useful—instantly providing information that might otherwise have taken his troops days to gain. While he had no doubt that they could simply overwhelm the Maximals with their numbers, there would certainly be casualties, and he had no particular desire to see any more of his troops injured or destroyed than was necessary. Still, as useful as the Predacons were, Valdin sensed that they were leaving out as much as they were telling. Not that he blamed them. Megatron seemed a shrewd and intelligent being, and he surely knew the dangers of outliving his usefulness. It was exactly the sort of thing Valdin himself would have done had the situations been reversed.

It was still quite annoying, though.

Valdin realized with a start that Megatron had stopped speaking, and his troops were staring expectantly at him. He quickly replayed Megatron's words in his head, recalling every detail perfectly despite the fact that he hadn't really been paying attention. It was a useful skill.

"I believe this _Sentinel_ will be the biggest threat," he said at length, speaking out loud for the Predacons' benefit. "We should be able to break through the shield, but there is no telling how long it will take. Are there any other opinions?"

"Commander, what of the other Maximals? They were skilled warriors, and we have no idea how many of them there are, or what they are capable of." Valdin nodded at the question, and made a mental note to keep an eye on the young warrior who had asked it; such foresight was an excellent quality. He glanced up at Megatron and indicated that the Predacon should answer.

"Actually, we are quite familiar with the ranks of the Maximals, as well as their fighting skills. However, you have indicated that you have already disposed of one or more of them. If you could tell us who?" Valdin was hesitant to give away such information. He had had much experience with beings such as Megatron, and he knew from that experience that it was best not to reveal all your information to them. Still…

"Three of them were transported to our home base via the Gate."

"Really? And would you describe the, ahem, unfortunate victims?" There was an odd light in Megatron's eyes, one Valdin did not like at all. But he was a soldier above all else, and he could not allow personal suspicions to stand in the way of a possible advantage. He described the three Maximals in as much detail as he could and watched as Megatron's expression settled into a confusing mix of pleased disappointment. "Hmm, I had rather hoped Primal had been among them, but I suppose it will be more satisfying to destroy him myself, yes. So, we are short a white knight, an annoying vermin, and an adolescent feline? Bah, they are of little consequence on their best days. That leaves only three Maximals at the Axalon, but they are the three most threatening."

"Of little consequence? I would not want to go up against a Seer on his _worst_ day!" one of the younger warriors whispered to the one next to him.

"_Silence! Do not speak of that matter again!_" Valdin ordered sharply as he noticed Megatron paying close attention to the whispered conversation. His expression betrayed a confusion that suggested he had no idea what the young one had meant, but knew it was important. Could it be that the Predacons did not know of the Seer? One would think that such a powerful adversary would be of much interest. But the Maximals themselves hadn't seemed to know of their comrade's talents. Strange, that the Seer would hide what he was in a situation where his Gift would obviously be a tremendous advantage. Very strange, indeed.

Valdin listened as Megatron described each of the three remaining Maximal warriors and their abilities, taking in every detail. Very soon, the information would be put to use as they attacked and crushed their opponents.

Rattrap had seen many things in his life: some amazing, some mediocre, and some he'd rather forget. What he saw before him, however, quite literally left him redefining the phrase "awe-inspiring". After nearly an hour of following the twisting path of the dim tunnel, the space began to lighten, and a breath of fresh air drifted in. Abruptly, the tunnel ended, and opened up into an almost impossibly immense cavern. It was easy to see why Aaylor and his followers had chosen this place as their base. Rattrap couldn't even see the top of the cavern, and the floor was at least twenty meters below them. The walls were riddled with entrances to tunnels similar to the one he was now standing in, and the cavern seemed entirely lit by more of the glowing moss.

"Ultra gear," Cheetor whispered from behind him. One of these days, he really was going to have to ask the kid just where he had picked up such an inane phrase. Now, however, he had more pressing things think about. Such as…

"Um, I really hope you don't expect us ta _jump_ down there," he said, searching in vain for some kind of elevator or lift.

"Gods no, friend Rattrap," Aaylor said, chuckling a bit. The imposing alien shouldered past a few of his troops and stepped up to the edge of the tunnel, then leaned out and firmly grasped a handful of the moss. Upon closer inspection, Rattrap could see that the stuff had been cut away from the wall of the cavern and braided into a thick rope. As a matter of fact, he could make out several such ropes trailing down the walls around him, each near the tunnel entrances. Aaylor swung out onto the moss covered wall beside the tunnel and began rappelling down to the floor with practiced ease.

"Cool," Cheetor remarked.

"I hope this growth will be able to support our weight," Silverbolt said worriedly. "We may grab hold of it and find it ripping right off. Which would mean a _very_ fast trip to a _very_ hard landing."

"Hmm, you're right. Cheetor, you go first." Rattrap had meant the words to be a joke, and he turned to ask Tyl just how strong the moss really was. But as soon as Aaylor had reached the floor of the cavern, Cheetor quickly leaned out and gripped the rope the alien had used. Rather than carefully rappelling down the way Aaylor had, though, he simply got a loose grip on the stuff and proceeded to slide down, picking up a frightening amount of speed in a very short time.

"Yeee-ha!" he shouted in exhilaration, slowing his descent only at the last possible second. He dropped to the ground lightly after reaching the end of the moss rope and waved up at Rattrap and Silverbolt. "C'mon, it's great!"

"Oh for the love of— I tell ya, that kid is the worst adrenaline junkie I've ever met," Rattrap grumbled good-naturedly. "Well… after you, Rover."

Some time later, Rattrap flopped down on a handy seat and wished that this would all turn out to be a very bad dream. Oh, Aaylor and his band were nice enough, and they had for the most part put to rest any lingering doubts he and Silverbolt had harbored about their trustworthiness, but he still wanted to get back to the Axalon. Silverbolt sat down beside him a moment later and it was obvious that similar thoughts were playing out in his mind.

"Quite an impressive set up these guys've got goin'," Rattrap said, hoping to strike up a conversation. The silence was starting to get to him.

"Impressive is something of an understatement," Silverbolt replied, and Rattrap had to agree with him. What had first appeared to be simply a very large war-camp had turned out to be a miniature city in actuality. Aaylor had proudly told them that at any given time there were about three hundred Tenari, which was what the aliens called themselves, living and working in the cavern. The place had its own hydroelectric power planet, set up on an underground river, numerous schools, medical facilities, and living quarters. The inhabitants were mostly rebels, like Aaylor and Tyl, but there were also many families who were simply fleeing the tyranny of someone called "the Overlord." Rattrap wasn't exactly sure what the situation was on this strange planet, but he was determined to find out as soon as the opportunity presented itself. In the meantime, he contented himself with watching a group of children (at least, he assumed they were children, since they were much smaller than all of the other Tenari he had seen thus far) play a game that seemed to involve several floating balls and a series of goal posts while he waited for Aaylor to return with someone who could hopefully tell them how they could get back to where they came from.

"Aaylor said Cheetor should be fully repaired within 30 "marks," whatever that means. I believe 'marks' are a unit of time similar to our 'cycles'." Silverbolt murmured at length, flexing his own newly repaired wing.

"That soon? Those goons really messed 'im up; I thought he'd be down longer than that."

"Apparently it was only a surface wound; enough to incapacitate, but not to kill, thank the Matrix."

"Yeah," Rattrap said absently. Something about the earlier attack had been bothering him ever since Aaylor and his troop had appeared. Rattrap was, arguably, quite experienced in many things, including the ways of fighting, with instincts and skills honed to a sharp edge by the years. And now, that experience was setting alarm bells off in his head. He replayed the aliens' strategy in his mind, growing horror and realization dawning on him. One thing they _had_ learned from Tyl on the way to the "city" was that they had been attacked by the Overlord's Elite Force—the very best, the cream of the crop as far as enemy soldiers went. Cheetor had fought three members of said Elite Force, had been shot by the _Captain_ of the task force at almost point blank range, and all he had sustained was a surface wound? He had been lucky.

Incredibly lucky.

_Too_ lucky.

"Oh man," Rattrap breathed.

Rattrap and Silverbolt had been reluctant to split up, but, in the end, they had allowed Aaylor to guide Silverbolt to one of the medics while Tyl took Cheetor down to one of the more extensive repair bays, as the burn on his back was much worse than Silverbolt's midly singed wing. Rattrap had muttered something about "finding some answers" and stalked off after Aaylor and Silverbolt, tossing a quick, "Try not to get lost, Kiddo" over his shoulder.

Tyl led him down yet another dimly lit tunnel on the ground floor of the cavern-city to one of the most advanced repair facilities Cheetor had ever laid eyes on. Some of the equipment was fairly similar to what he had seen in the Axalon, but most of it was totally beyond his comprehension. A Tenari was bent over one of the more confusing pieces of equipment, but quickly straightened when he and Tyl entered.

"_Tyl! You made it back safely! And what the _tra'ach_ is _that_?"_ the being asked as soon as he laid eyes on Cheetor.

"_That, is Cheetor. He and his companions will be staying with us for a while. Cheetor, this is―"_

"_My name is Korinai. My friends call me Korin, everyone else calls me something I won't repeat in polite company._" Korin said matter-of-factly. Cheetor laughed a little and decided he could get to like this creature. _"__So you are th__e―"_

"_Korin, for the gods' sakes, he has a Bleeder burn! Talk later,__"_ Tyl scolded mildly, guiding Cheetor over to a flat surface and indicating he should sit down.

"_Bleeder burned, huh? Ouch. Hurts like the nine hells, does it not? Ah well, let me see what I can do. So, how is it that you came to be here?__"_

"_I must warn you, Cheetor. Once you start him talking, it is almost impossible to get him to stop!__"_ Tyl sighed, shooting her friend a mock glare. _"__I am going to get out of this battle gear. I will be back in five marks or so. Korin, try not to talk him to death.__"_

"_Whatever you say, milady. So, Cheetor, you were about to tell me how you got here?__"_ Tyl shook her head slightly and headed for a small doorway at the back of the repair bay.

"_My liege, I―" _

"_If this is not good news, Garlach, be prepared to suffer the consequences,__"_ the Overlord interrupted darkly, glaring at his Captain. Garlach met his gaze steadily and actually smiled.

"_Oh, it most assuredly is, my lord. Excellent news.__"_

"_What is it, then?__"_

"_We were able to intercept another of those pathetic groups of refugees, fleeing to Aaylor's encampment,__"_ Garlach "spoke" proudly. The Overlord was unimpressed.

"_And? We have intercepted many such groups over the past few months – _that_ is hardly worth my attention.__"_

"_And if I told you we also managed to capture the rebel who was supposed to lead them to Aaylor's base?__"_ The Overlord sat straight up and stared at the Captain.

"_Do you mean to tell me―"_

"_Indeed, I do. We now have the means to attack Aaylor and his band in their own base.__"_

"_And where is the prisoner now?__"_

"_Awaiting interrogation, my liege. No matter how strong he is, we will have the location of Aaylor's base within a day. And then__…"_

"_Let the slaughter begin.__"_


	11. Part XI

**Part XI**

"And by the time we figured out that we hadn't exactly picked the best place to take cover, it was too late. Next thing we know we're waking up by this arch thing and getting dropped into the middle of World War Eleven." Cheetor winced as the tool Korin was using found a particularly painful bit of plasma damage on his back, but decided he was too grateful to be able to feel _anything_ to complain.

"_You tried to take shelter _within_ the circumference of the Gate? Oops! I'm almost done here… after I reconnect this servo-fluid line you can probably let your own internal repair systems handle it. So, you ever been rock climbing in zero-g?__"_ Cheetor blinked, only barely managing to hold onto the thread of a conversation that was moving with the speed of thought. At least on one side. He was still not entirely comfortable with strange voices sounding in his head every few seconds, but as speaking out loud had seemed to cause Tyl and Aaylor some kind of _physical_ discomfort, he had decided to deal with it. True to Tyl's word, Korin had proven to be quite… chatty, and seemed to have a slight tendency to jump from topic to topic with no apparent rhyme or reason. At least he picked interesting topics.

"Actually, yeah, once or twice. But man, if you want the ultimate in anti-grav, you gotta try freefall boarding!"

"_What's that?__"_

"You go to these huge obstacle courses and they give you a hoverboard, right? Then you take it out on the course with a bunch of other guys and get up as much speed as you can. Then… _wham!_ They shut the gravity off and you're zooming through the course with way too much speed for zero-g, I mean one wrong move and you're splattered across the wall! It's so ultra gear! And… really, _really_ stupid now that I think about it. Oh well." Behind him, Korin put down his tool a moment as his shoulders shook with silent laughter.

"_I knew I was going to like you! But you haven't lived until you've tried that with the course moving around… we had something similar before everything went all to pieces. Supposed to sharpen our reflexes or something; most of us just used it to play around.__"_

"_Korin! You're supposed to be tending to his wound, not decimating our reputations as warriors!__"_ Both Cheetor and Korin jumped slightly as Tyl's "voice" sounded in their heads, though the sharp words were couched in a friendly, teasing tone. They looked up as Tyl sauntered back into the medical bay and jumped lightly onto a table across from them, drawing her knees up to her chest and resting her chin on them. Now Cheetor saw what she had meant by getting out of "battle gear". The wicked spikes that had adorned her body had disappeared, apparently part of some kind of exo-suit. The taloned hands, greyish green skin, and veins of purple remained, but her body was much more streamlined and humanoid than he had thought. So was Korin's, he realized with a start. Great… he could almost hear Rattrap's voice lecturing him about paying attention to his surroundings.

"_As if you need _me_ to do that,__"_ Korin retorted. _"__At any rate, you should be able to throw him to those insane sons of _tedras_ Aaylor calls his war council in ten marks or so.__"_

"_They just want to ask him and his companions some questions! I'm not throwing him to anybody.__"_

"_Of course, my lady, believe that if you must. But don't expect me to patch him up again when they tear him to pieces.__"_

"Uh, who's going to be tearing me to pieces? And you mind not talking about me like I'm not sitting right between you?" Tyl's smoldering eyes refocused on Cheetor as he spoke and a quick smile quirked her lips.

"_Apologies, Cheetor— we didn't mean to sit here and talk over your head. Aaylor's advisors just want to interview you and your friends… no one's going to be tearing anyone to pieces. Korin has something of a dislike of the council.__"_

"_They are evil, I tell you! Pompous windbags obsessed with smothering every last spark of humor and fun in our lives! They want to turn us all into mindless wind-up soldiers! All right, Cheetor, that ought to do it… how does it feel?__"_ Once again, Cheetor found himself unprepared for the sudden shift in conversation. Tyl seemed to pick up on it and shrugged.

"_Don't even bother trying to keep up with him, just go with it.__"_

"Yeah, I kind of figured that… anyway it feels great! Nice job, Korin."

"_As always.__"_

"_Says you.__"_

"_What was that, Tyl?__"_

"_Nothing my friend, nothing at all.__"_

"_Are you insulting my skill, dear lady?__"_

Tyl grinned wickedly at her friend. _"__As if you need _me_ to do that!__"_

"_Oh! Low blow, Tyl, very low,__"_ Korin said, throwing his hands up in mock surrender.

_Almost reminds me of Rattrap and Dinobot,_Cheetor thought to himself as Tyl and Korin continued "quarreling". Almost. The words were tempered with a great deal more… affection than the constant bickering of Rattrap and Dinobot.

"Uh, Tyl?"

"_There! Go crush his self-esteem for a while. I'm going to put this stuff away.__"_ With that, Korin gathered up his tools and retreated to a small room off to the left of the medical bay, presumably a storage closet.

"_Don't mind him, Cheetor; it's probably best not to take anything he says literally unless we expressly tell you to.__"_

"S'okay, I know some people just like that back on Cybertron. Uh look, I don't think I ever really thanked you for what you and Aaylor did out there for us. I mean I don't even want to think about what would have happened if you guys hadn't shown up!" Tyl threw up a hand and waved his words off.

"_No thanks are necessary; we're always happy to disrupt one of Garlach's operations. And really, you ought to be thanking yourselves for your rescue… we couldn't have done a thing with the Crawler still intact. Everyone was quite impressed with that, by the way. No one can figure out how just _three_ of you managed to destroy it. It takes ten or more of us firing on it to even _begin_ to get through the outer armor!_" She hissed softly and shook her head. "_Too many of our people have been hurt or killed by those things… and we can't find a weak spot. That's pretty much the reason the Council wants to talk to the three of you— they're hoping you can give us some new insight to the war machines._"

"The crystals," Cheetor said absently, wondering just what _else_ the "Council" wanted to talk about. Hopefully, they would have found a way for him, Rattrap, and Silverbolt to get home. Tyl's head snapped up.

"_What?__"_

Cheetor waved one hand in the air vaguely. "Those big red crystals, you can't miss 'em. Armor's too thick, ya have to go for the power source."

"_Well yes, but the crystals are protected by force fields. It takes too much time to plow through.__"_ Now it was Cheetor's turn to shake his head.

"Against _energy_ weapons, yeah, but I used this." He drew his tail blade and handed it to Tyl. She admired the weapon for a few moments before throwing her head back and laughing with pure joy.

"_Oh, the Council's going to have fits! I can't believe it's that simple… but how did you know the nature of the shielding?__"_ Even as she "spoke" the words, however, she answered her own question. _"__Of course, you Saw it—how foolish of me!__"_

"Saw what?" It was the wrong thing to say, and Cheetor knew it immediately. Tyl glanced up at him again, puzzlement written on her features.

"_Well, unless you and your kind have somehow been studying our technology… you Saw the importance of the crystal, and how to destroy it.__"_

"Well of course I saw the crystal! How could I miss it?" Why did he suddenly have the feeling that they were having two different conversations?

"_How do you do it, anyway? What's it like?__"_

"Huh? How do I do what?"

"_See.__"_

"What do you mean? I use my optics!"

"_I know _that_, but how do you See?__"_

Cheetor shook his head slightly, feeling an almost physical dizziness from all the circles this conversation was turning. "With my optics! Look, I'm sorry but—" Again, Tyl interrupted him before he could voice his thoughts. And again, she misinterpreted them.

"_No, I understand; it must be very difficult to explain and I'm sure you're tired. You probably want to get back to your friends, yes?__"_ Cheetor nodded gratefully.

"Yeah, that'd be great. We've gotta figure out how we're going to get out of here. No offense of course."

"_None taken. But you'll use the Gate of course! It's only a matter of getting the three of you past the Overlord's forces."_

"Great! So you guys know how that thing works?" Tyl looked at him quizzically.

"_No, of course not. None of _us_ have the skill.__"_

"So… who's gonna work it?" Cheetor jumped slightly as someone laid a taloned hand on his shoulder. He whipped around to see Korin staring at him with a slight frown.

"_Well Cheetor, uh, you will,__"_ he said quietly. _"__Right?__"_

"Me? How should I know how that thing works!"

"_Cheetor,__"_ Tyl said slowly, _"__that is obvious. Such should be basic knowledge for you.__"_

"What're you talking about? I've never seen one of those 'gate' things in my life!"

"_Well that's understandable, but your mentor must have taught you about them,__"_ Korin laughed.

"My what?" Up until that point, Tyl had been vaguely amused by Cheetor's confusion. The innocent question, however, killed all traces of mirth. She quite literally froze. No way. It wasn't possible.

"_Your mentor… who _are_ you apprenticed to exactly? He or she doesn't seem to have done a very good job, if you ask me.__"_

"I'm sorry, my what?"

"_Your teacher, Cheetor. Who is your teacher?__"_ Korin asked a bit desperately. _"__Tyl―__"_ he "whispered".

"_Don't Korin… it's not possible! Not for someone as Gifted as he is.__"_

"What're you talking about? I-I've never had any kind of teacher."

"_Gods Tyl, my _gods_―"_

"_Impossible! Korin, you can't see it now, not with the shields, but his Presence almost _pulses_ with power. It can't have gone unnoticed… it can't!__"_

"_Explain it then, Tyl.__"_ She ignored him, resolutely focusing her attention back on Cheetor.

"_You _have_ to have a mentor Cheetor! All Seers are mentored, even before their talents fully emerge!__"_ Cheetor stared at the two before him, unconsciously digging his hands into his perch, as all the fear and confusion he had been feeling in the past few days came suddenly came together in a tidal wave of emotion that shattered the fragile illusion of calm he had been wearing.

"What are you _talking_ about? What the slag is a Seer?" It took him a moment to realize he was screaming at Tyl and Korin.

_What had been One, has become many._

No, not again.

_What had been put to rest is beginning anew._

Please… not now.

_Darkness is falling, and once complete, it can not be lifted. The shadows are gathering. Stop them, stop them! Fire and shadows, something in the shadows. Fire…_ He shuddered and couldn't suppress a soft moan as the images released him. He looked up to see Tyl and Korin had stumbled back against a table, naked shock and no small amount of fear written on their alien features.

"What's happening to me?" he whispered miserably. "Those pictures, why won't they stop? How do I make them stop?"

"_He's― he… my gods, Tyl, his Gift is totally raw! He has no idea what he's doing! Did you _feel_ that? This place is the most heavily shielded of all—the Overlord himself couldn't sense us down here!__"_

"_And he blasted right through the shielding like it wasn't there,__"_ Tyl replied grimly. Cheetor sighed suddenly and buried his face in his hands. Tyl had the distinct impression that had he been capable of it, he would have burst into sobs then and there.

"_Tyl― he's hanging on by a thread. Just like―__"_

"_Shut up.__"_

"_Tyl, you should know better than anyone that he's too far gone.__"_

"_I said shut up. Go get Aaylor, tell him what's happened.__"_

"_What are you going to do?__"_ Tyl bit her lip, then deliberately stepped over and sat down next to Cheetor. She quietly slipped an arm around his shoulder and looked up at her best friend.

"_I'm going to help him.__"_

* * *

"Oh man," Rattrap breathed. Silverbolt cocked his head to one side, regarding his companion curiously.

"What's wrong? Besides the obvious, that is."

"Question, 'Bolt: someone ya know to be an enemy not only avoids _killing_ ya in battle, they try pretty hard ta make sure you don't get _hurt_ too bad either. What do you assume?"

"I assume that enemy intends for me to be occupying a prisoner's cell in the near fu…ture." Silverbolt's voice trailed off and his eyes widened as he realized what Rattrap was getting at. The Elites had wanted them dead; there was no mistaking that. They would have _been_ dead, had Aaylor and his forces not arrived when they had. Or rather, he and Rattrap would have been dead. The aliens had fought with a bloodlust that went beyond battle-fury… it had been quite clear that nothing short of the utter annihilation of their enemies would suffice. Only after the Maximals had been separated however.

Only after _Cheetor_ had been separated from _them_.

"They were after him," Rattrap said quietly, voicing what neither of them wanted to say. "Aw geez, Silverbolt, they were after the kid."

_We have what we came for, now you two die!_

_Well, not all of you. We have use for your Seer; turn him over to us and I promise you a quick death._ Suddenly a great many things began to make a bit more sense. Not a whole lot more, but at least a bit.

"They had to have been after him from the start...but what could they want with one of us? And why Cheetor?"

"I dunno," Rattrap shrugged. "But the big ugly one 'dat was talkin' to us before we got dumped here? He said he wanted our… sewer? Sayer?"

"Seer," Silverbolt clarified.

"Okay, assumin' he was talking about the kid: what the heck does that mean?"

"I have no idea... but I think I know who would."

"Ya read my mind Bowser-boy. Let's go have a little chat with Aaylor."

* * *

"_Aaylor, we need to speak immediately.__"_ Aaylor heaved a sigh and turned to see his "war council" standing behind him, worry and tension evident in their stances and faces.

"_What's wrong now?__"_ he asked wearily. Sometimes he found himself wondering what had possessed him to take command of this rag-tag rebellion; he'd much prefer it if his life consisted of simply training the younger soldiers and playing T'hra chess with Tyl. Unfortunately, the Fates had other plans for him.

"_It's Tarin.__"_ Aaylor felt himself go cold. Tarin was one of their younger recruits, only a bit older than Tyl and Korin. That wasn't the problem, however. The problem was that Tarin was also the one they most often sent to collect bands of refugees and guide them to the Caverns. The youngling had been a street punk most of his life and possessed a positive gift for avoiding the Overlord's patrols, as well as getting in and out of the city undetected. _"__He and the latest refugees were supposed to rendezvous with Uli and her team nearly forty marks ago. He never showed and there's been no contact.__"_

"_Oh gods, you don't think—__"_

"_He never misses a deadline without contacting someone. Even if he had to lie low for a time, any pursuit should have given up by now.__"_

"_You don't know that! The Overlord's gotten more and more paranoid these last few months! He could have been forced to take a longer route… we don't exactly have the luxury of a direct line com-link in every tunnel!__"_

"_Aaylor...none of us want to believe they've caught the child. But Tarin's too reliable. He would have contacted Uli by now.__"_ Aaylor knew in his heart that they were right; one of the reasons Tarin went on such missions was _because_ he was so reliable. It didn't make the only explanation for his disappearance any easier to accept.

"_How long before he'll break?__"_ Aaylor asked quietly. Tarin would fight them, of course, but no one could resist the Overlord for long.

"_Hard to say...Tarin's tougher than most, and far too loyal to us to give in easily.__"_

"_All right. I want to start moving families and non-combatants to the beta site. We'll maintain a skeletal crew here, but I want the bulk of our troops and weapons with the refugees. Tell Korin to start packing up the med-bays, but I want him to stay here until the last of us leave. Even if they caught him before his rendezvous with the group, Tarin should be able to hold out for at least fifty bi-marks.__"_

"_Aaylor, perhaps we should consult the Seer? If he is as powerful as you say he is…__"_

"_I will ask, but I will not drag him and his companions into our conflict against their wills. If they want to simply go home, we will do everything in our power to see that they get there. Understood?"_ His council nodded reluctant agreement.

"_It would appear you shall have the chance right now. Here come the Seer's friends. We'll begin the evacuation immediately.__"_

"_And let us hope it turns out to be an unnecessary course of action,__"_ Aaylor murmured as the council dispersed. He stood where he was and waited for Rattrap and Silverbolt to come to him. When they did, however, they seemed decidedly angry about something. Oh gods, he didn't think he could take any more bad news.

"Is something wrong?" he rasped, wincing at the harsh sound of his own voice. Rattrap stopped short and regarded him with narrowed eyes.

"Yeah, ya might say that. We've got some questions, buddy, an' we think maybe you have the answers."

"Rattrap, there is no reason to be so hostile," Silverbolt chided, casting an apologetic look at Aaylor. "What we were wondering—"

"Is why the slag were those uglies so hot to nab the kid!" Rattrap finished, crossing his arms over his chest and glaring up and the much taller Aaylor. "Now look, it don't take a rocket scientist ta see you guys've got problems here. I'm sorry about that, but if that kid gets hurt _because_ of your problems, you'll answer ta me! Now talk!" Almost in spite of himself, Aaylor flinched at the vehemence of Rattrap's tone.

"What do you mean, why did they want him? Of course they want him! Do you think Seers just grow like _ashran_ on vines?_"_

"Okay, that's the second time I've heard that word, and it still don't make sense. What is a seer and what does it have to do with Cheetor?"

"Y-you mean you don't know? He hasn't told you? But… but—"

"_They don't know, Aaylor._" Aaylor whipped around to find Korin standing behind him, a definite expression of "bad news" on the young medic's face. "_Cheetor himself doesn't know. Aaylor—he's never been mentored.__"_

"_**What**__! Impossible!__"_

"_He has no idea how to deal with what he Sees, he doesn't have a clue as to what's happening. He's totally raw Aaylor, I don't think his Gift has been awakened for more than a few days.__"_

"_Dearest gods above.__"_

"Hello! I just asked you a question, buddy!" With an effort, Aaylor refocused his attention on Rattrap and Silverbolt. Both were regarding him and Korin with open suspicion now, though Aaylor couldn't find it in his heart to be angered by their behavior. They were just concerned about their teammate.

And though it was for entirely different reasons than they thought, they had great cause to be.

* * *

Garlach watched as two of his underlings pulled the heavy stone hatch out of the way, feeling a twinge of grudging respect for Aaylor and his rebels. He had been looking far and wide for their base, and here they had been practically beneath his feet the whole time.

It made him angry.

The sniveling youngling Aaylor had sent to collect the latest group of traitors had proven to be of stronger mettle than Garlach had first thought; he had held out much longer than anyone had anticipated. In the end, the Overlord himself had had to come down and rip the information they wanted from the youngling's mind. None could hope to stand against the Overlord's powers, and the trauma had shattered the youngling's sanity, leaving him unfit for even the slave pits. Garlach had taken great pleasure in killing him.

"_Captain, Aaylor and the others _must_ know what happened to their comrade by now… they might be waiting for us.__"_

Garlach was so pleased with the opportunity at hand, he didn't even glare at the soldier. _"__Oh I'm sure they know what's happened to the brat. But, Aaylor has a habit of underestimating the Overlord's… persuasive abilities. He'll have expected the child to have been able to resist us for much longer than he did. They may be _trying_ to organize a defense… but they're far from ready for us.__"_ He smiled as the first of his troops slipped through the opening and dropped into the tunnel beneath. He had under his command two hundred of the Overlord's finest warriors, each eagerly waiting to descend upon Aaylor's base and crush the rebellion.

Aaylor didn't have a chance.

* * *

Tyl felt Cheetor's shoulders stiffen under her arm, but after a moment the tension seemed to drain out of him and he leaned into the one-armed hug, soaking up whatever comfort she could offer him. Abruptly, he straightened and looked away from her.

"Uh, sorry about that… I, uh, I don't usually, I mean I—"

"_It's all right, Cheetor.__"_

"No! No, it's not. Nothing's all right! I don't think it'll ever be all right again, I—oh, why am I dumping this on you? I barely know you… I'm sorry."

"_Sometimes it's easier to talk to people we don't know very well. I think you need to talk, Cheetor. And I'll be happy to listen. You can't do this alone—let me help.__"_ He looked up into her face and saw only open sincerity there, and a true desire to help. Without warning, and certainly without his permission, the whole story began spilling out of him—his strange dreams, his first encounter with the Guardian, the horrible images of fire and shadows—everything. Tyl simply sat there and listened, offering her understanding and support without reservation, and for the first time since the whole ordeal had begun, Cheetor felt as though he were truly back in some semblance of control of himself and his life.

"_You've never heard of Seers? Not even in passing?__"_ Tyl whispered when he was done, her hand flying to her mouth in shock. Gods, bad enough that he was untrained… but to be _totally_ clueless… she couldn't even imagine what he had been going through.

"The Guardian calls me 'young Seer,' but I'd never even heard the word until I met It. I— It told me something about powers and Sight when I first met It. I didn't pay much attention— I was pretty out of it by then. Later, It just kept talking in riddles. I— Tyl please… if you can tell me something, _anything_… Tyl I can't take this any more!" Tyl's arm went around him again, rubbing his back in soothing circular motions while her other hand gently clasped one of his.

"_I'll tell you everything I know. You are a Seer, Cheetor; someone who was born with very special Gifts. I've never heard of one of your people being blessed with the Sight, but that's not to say it hasn't happened. No one knows exactly how the Sight works, or why it manifests itself in some people and not in others.__"_ Cheetor was staring at Tyl in rapt attention, his hand unconsciously tightening on hers. The naked hope and desperation on his face cut her to the quick--hard to believe a battle-ready warrior could still be so much the vulnerable child. It would have been endearing, had the reason for such vulnerability not been so ghastly. _"__We do know that the bioenergy of Seers is slightly different at the atomic level than 'normal' people, but again, no one knows why or even _if_ that has something to do with it. There are three main types of Sight: ForeSight, MindSight, and SoulSight.__"_

"What's the difference?"

"_More than can be told, I'm afraid. There are three main types, but they show themselves in different ways for everyone. In the broadest sense, MindSight is the ability to know another's thoughts, to read minds if you will. The MindSight Gifted are some of the most powerful telepaths in the universe. The SoulSight Gifted are unequaled empaths—a person's feelings and emotions are an open book to one with SoulSight. And the last is what I believe your Gift to be: ForeSight. That's not really a very accurate term, but the Gift of ForeSight is most often associated with the ability to See the future. It might better be described as TimeSight… to one ForeSight Gifted, past, present, and future are one and the same. It's the rarest form of the Sight, and the reason the Elites were so intent upon capturing you.__"_ Tyl paused as she felt Cheetor's shoulders shaking beneath her arm. He twisted away from her and drew his knees up to his chest, resting his forehead on them. She realized with a thrill of apprehension that he was laughing silently. Could robots become hysterical?

"You, you mean to tell me… I'm turning into… a _phone psychic_?" he gasped out between gales of silent laughter. She had no idea what a phone psychic was, but she was more interested in the edge of wild hysteria in his voice.

_Guess that answers that question,_ she thought wryly. What was she supposed to do now? _"__Cheetor—_" she began uneasily.

"Oh man… here I thought it was something serious… and I'm just turning into… a phone psychic!"

"_Cheetor,__"_ she repeated, more forcefully. The words dissolved into more helpless laughter, more wild by the second, and Tyl abruptly realized that if he didn't stop laughing _now_, he probably never would. With no other option, she hauled back and slapped him across the face. _"__**Cheetor!**__ Pull yourself together! You are the only one who can get your friends home, _tr'ach_! If you lose it now, Rattrap and Silverbolt are stuck here!__"_ As she had hoped, that got through to him. He bit down on the laughter with visible effort and gasped for breath.

"Sorry," he mumbled shakily. "Great, you guys saved me from Garlach and his goons so now I can die of embarrassment."

"_There is nothing to apologize for. Just don't scare me like that again.__"_ A piercing alarm suddenly rang through the room, accompanied by a clamor of voices and footsteps outside the door to the medical facility.

"What the—" Tyl silenced him with a look and listened intently to the pattern of the alarm.

"_Evacuation? Why in the name of the gods… stay here, Cheetor. I'm going to find out what's wrong.__"_ She left before Cheetor could protest, and scant seconds later the alarm was silenced. He sighed flopped back onto the table, scrubbing his hands over his face. Well he had wanted answers; the question now was: could he deal with them? If what Tyl had told him was true... ForeSight. Well he could definitely get into the idea of being able to see the future, but was _that_ what those horrible images of fire and shadows were all about? Was _that_ what the future held? If so, he felt he'd be better off not knowing.

_Dark, evil, coming, coming, coming. __**Get Away!**__ Feet scraping against the stone floor of the tunnel, hundreds of scarlet eyes gleaming in the dimness. Too many! Too many! Danger, coming towards them. Get away! Get away! Aaylor, cut down before he could draw his weapon… Tyl, shot in the back… Rattrap, Silverbolt, lying in puddles of drying blood and mech… too many! Coming, coming, coming!_ Cheetor bolted upright, his fluid pump hammering in his chest. Tyl had said Aaylor had ordered an evacuation… but they were too late! The enemy was already here! He leapt down from the table and raced across the room, praying to Primus it wasn't too late. He didn't even notice the Tenari in front of him until he had rammed into the unfortunate soul. The Tenari stumbled back and grabbed him to help him keep his balance.

"I gotta find Aaylor!" Cheetor screamed wildly. "The Elites—they're here!" Without warning, the Tenari's grip tightened painfully, pinning his arms to his sides and Cheetor looked into his face for the first time.

Garlach smiled down at him, unholy glee shining in his eyes.

"_Well what have we here? Just the youngling I wanted to see.__"_


	12. Part XII

**Part XII**

Valdin stared down at his target, watching as his troops moved into position. Despite her present condition, he could see that this "Axalon" had once been a beautiful ship… all graceful sweeps and clean lines. He almost hated to destroy her, though it might be viewed as putting the vessel out of its misery. It was obvious she would never fly again. "You do, of course, realize that they will be expecting an attack of some sort?" Beside him, Megatron rubbed his hands together and chuckled.

"Dinobot will, yes. The other two, however, will not have anticipated you discovering the location of their base so soon. Nor will they be expecting our… alliance, no. And they will be too busy trying to find a way to retrieve the others to give an attack serious thought."

"For your sake, I hope you are correct."

"_You_ are the one who insisted on such a small raiding party," Megatron reminded him sharply. Valdin sucked in a breath and clenched his fists. He needed Megatron, he reminded himself. For now. After he had obtained the disks, however, was another story.

"I do not care to waste time and resources needlessly. There are only three of them." He did not mention the fact that he would sooner have put his weapon up to his head and pulled the trigger than trust the lunatics Megatron called his troops to get this job done right. Most of them would probably have been more danger to _themselves_ and while the two "spiders" seemed reasonably intelligent, they were too shifty for his liking. "How sensitive are their sensors?"

"Very, yes. Your lead scout is approximately ten feet away from the edge of the sensor grid." Valdin narrowed his eyes in calculation. It would drain their energy reserves, but it could be done.

"_Arkan! Recalibrate your personal shields to a shifting frequency. At least .4 shift every half mark.__"_

Megatron raised an eyebrow as the lead scout paused and fiddled with something at his waist. Seconds later, the air around him shimmered and a brief flare of blue outlined his body. Individual shielding! He crouched low to the ground and resumed his careful trek forward, entering the sensor grid without problems. Sentinel remained oblivious to the enemy presence. Interesting. Very interesting, considering Valdin had done nothing to alert the soldier about the sensor grid's position. It was just one more of a number of things that were bothering him about their new "allies." Hopefully, the other Predacons would have some useful information for him when he returned. Now, however, he needed to devote his full attention to their plan. Contrary to what Valdin seemed to believe, this would be no easy victory.

* * *

Cheetor froze for a few precious seconds, allowing Garlach to tighten his already vise-like grip. The Elite grinned down at his captive.

"_Fancy meeting you here,__"_ Garlach said, mocking laughter evident even in his mind-voice. In response, Cheetor began to struggle fiercely, kicking and twisting for all he was worth. He spit out a string of curses that would have done Rattrap proud (or made him blush) as it quickly became evident that Garlach was by far the stronger. Worse, there was no one around to help him this time and it was very likely that _he_ was the only one who could help his friends. There were no less than fifty troops in the tunnel behind Garlach and Cheetor had a sinking suspicion that there were a _lot_ more. Aaylor's soldiers were only about seventy five in number; most of the people inhabiting the tunnels were refugees.

And they would all be gathered in the main cavern. Sitting ducks. Garlach must have seen the dawning comprehension in his eyes, for he smiled nastily.

"_The rock in these caverns may have prevented us from finding them, but now it's preventing _them_ from sensing _us_. Double edged swords and all that. Rish! Calar! Take our young friend here to the surface and back to the city. The Overlord is _quite_ eager to meet him.__"_ Two burly aliens stepped forward and Cheetor knew that if he was going to do something, he'd better do it _now_. But what… oh. Of course.

_Cheetor, you are an _idiot_,_ he berated himself. Garlach swung him around to turn him over to his two lackeys and he made his move. "Aw gee, sorry guys, but I'm just not interested. Give my best to your boss. Beast mode!"

* * *

Valdin watched impatiently as Arkan stole silently over the ground towards the fallen ship. So far, there was no indication that the Axalon's sensors had detected the scout, but that could change at any moment. Arkan's energy reserves could only sustain his shielding for so long, and the strain of shifting frequencies so often would deplete those reserves even faster. At last, the soldier reached the edge of the ship, stooping down into the shadows it cast on the ground. Here was the tricky part. His shields would prevent the base defenses from detecting him, but if the Maximals had external cameras, nothing would prevent them from _seeing_ Arkan. Hopefully, Valdin and his team would be inside the ship before that became an issue. He zeroed in on the scout's position, silently willing him to hurry up and disable the "Sentinel" already. Beside him, Megatron telescoped his vision as well, switching to infrared when the shadows became too deep for him to see the scout. He was crouched by one on the Axalon's exterior power conduits, presumably the one that kept the ship's shield running. A quick glance at the remaining aliens revealed that they had tensed up, waiting for the signal from the lead scout. He re-focused on the ship just in time to see the alien pop the cover off the conduit and reach in side. Unceremoniously, he leveled his weapon at the guts of Sentinel's "battery" and fired. Sentinel's shield flared once and then collapsed, even as alarms on the Axalon began blaring.

"Attack!" Valdin hollered.

* * *

Up until that point, Garlach was certain he had things under control. The Seer certainly wasn't going anywhere, and his soldiers were surrounding the main cavern at that very moment. Aaylor wouldn't know what hit him. Then, the Seer suddenly began to… change. Garlach almost screamed as the Seer's body seemed to take on a new shape in his very arms. There was suddenly nothing to hold on to and the Seer leaped away, now appearing to be nothing so much as a large metal feline. Garlach enjoyed a good chase as much as the next Elite, but _this_ was getting ridiculous.

"_Stun him!__"_ he ordered harshly. May the gods strike him dead if he let the Seer slip through his fingers _again_.

"Oh I don't think so. Jets – maximum burn!" Jets? The Seer could _fly_? Apparently so. With a wild yell of triumph, the Seer shot down the corridor, away from them. Garlach slammed his fist into the wall with an inarticulate growl of rage.

"_You're too late youngling! You'll never be able to warn them in time!__"_ he "shouted" after the Seer, knowing he was still in range, and also knowing that no mere Seer – even if he was MindSight gifted – could project over the distance that separated him from Aaylor and his band. Let him try, though. Garlach would have him soon enough.

Cheetor did, indeed, hear Garlach's statement. He forced down a shudder of revulsion as he felt the touch of the Captain's thoughts on his own. Not so much from the words – he'd heard so many blustering threats from Megatron that he just ignored them by now – but from the _feel_ of them. The creature was utterly evil! His ambition and bloodlust left Cheetor feeling dirty inside, somehow. And he was afraid the Elite was telling the truth. The Tenari may have been telepathic, but they had a very real limit to the distance they could "hear" someone from. From what Garlach had said, the rock in the tunnels interfered with sensors and further dampened their mind voices, preventing the Overlord and the Elites from finding the rebels by electronic or telepathic means, but effectively keeping the rebels from realizing the Elites were in the tunnels now. It was, indeed, a double-edged sword. What could he do? His comm wouldn't work down here, so hailing Rattrap and Silverbolt was not an option. He'd never be able to reach the main cavern before the slaughter began. And slaughter it would be.

_No! I won't let them die, I won't!_

But there was nothing he could do… was there? Without really making a conscious decision to, Cheetor disengaged his jets and landed on the floor of the tunnel, returning to his robot form. The main cavern was still several levels up and, much as he hated to admit it, he entertained no illusions that he'd be able to run fast enough to warn everybody in time. Garlach was ready to strike!

_The Guardian! I speak to the Guardian… and it's not all Its doing. I can do it, too. And the Guardian hears me, no matter where I am._

But he didn't know how! He had never _thought_ about how he communicated with the Guardian, he just did it.

_I can do this… I have to do this. _"_Tyl? Korin? Can you hear me?__"_

Nothing. It didn't _feel_ like it did when he was talking to the Guardian.

_Rattrap and Silverbolt, lying dead in pools of drying blood and mech._

_Please, no!_

_Tyl, shot in the back…_

_I won't let it happen!_

_Aaylor, cut down before he could draw his weapon._

_I _will_ stop this!_ Cheetor clenched his teeth so hard his jaw began to ache, pouring his whole being into pushing a single thought outside the boundaries of his mind. He had to do it. He closed his eyes and ignored the part of him that was screaming in protest of actually _trying_ to tap into his strange new abilities. For his friends, he had to do this.

_Rattrap. Silverbolt. Dead before they knew they were in danger. Optimus. Rhinox. Dinobot. Trapped back on Earth to be hunted down by the Tenari there, with no one to back them up._

For those he might yet call his friends, he had to do this.

_Tyl. Aaylor. Korin. Their revolution crushed, their lives snuffed out._

Power. New, untapped. Building, building… Reaching deep down… power inside, waiting to be called upon. Building, building.

_Rattrap. Silverbolt. Optimus. Rhinox. Dinobot. Tyl. Aaylor. Korin. All of them dead._

_No!_

Reach for it! Power… just beyond his fingertips! Reach!

"_Please, someone help me. Tell me what to do!__"_ Scared. He was so scared, so afraid of what this would mean for him. But for his friends, his family, he'd face that fear.

_Rattrap, Silverbolt, Optimus, Rhinox, Dinobot._

For those who had been so kind to him and his friends, had agreed to help them for the simple reason that it was the right thing to do, he'd face that fear.

_Tyl, Aaylor, Korin._

_I won't let them die!_

Do it now!

_._

For them, do it now!

_I… will… not… let… it… HAPPEN!_

"_**Tyl! Aaylor! They're here! The Elites are here**__**!**__"_

* * *

"Optimus." Rhinox's quiet voice broke the pressing silence that had settled over the three remaining Maximals. Both Dinobot and Optimus looked up with interest to hear what Rhinox had to say. "I don't think there's anything we can do to bring them back." The announcement was said in a flat monotone, devoid of emotion and yet filled with pain. Rhinox swiveled around to face his commanding officer, fists clenched in his lap.

"Are you sure?" Optimus asked just as quietly. Dinobot was sure he had never heard the Maximal leader sound so… defeated. As if he already knew the answer to his question.

"From what I can tell, that gate is a controlled version of the anomaly that landed us here. It cuts right through space and time themselves – it's an entrance to a network of wormholes. It could have deposited them anywhere in the universe. At any point in time." Rhinox paused to take a deep breath. The readings had been sketchy, but they still pointed to one very distasteful conclusion. "I don't think they even survived the trip. The vortex the gate creates displaces massive amounts of pure energy… our superstructures just weren't designed to take that kind of stress. We have to accept that they're—" he stopped and bowed his head helplessly. He couldn't say it. Their teammates… their friends… were dead. How could they be dead? Rattrap, with his constant complaints and razor sharp wit – Rhinox's best friend and one of their best warriors, no matter how hard he tried to hide it. Silverbolt, their honorable knight… one of the noblest individuals any of them had ever encountered. Cheetor, the strange combination of childish innocence and growing battle prowess… with an energy and love of life that belied even the concept of death. How could they be gone? Optimus visibly deflated, slumping down into his seat.

"Looks like you were right, Dinobot," he said softly. The ex-Predacon actually winced and looked away from the wretched picture Rhinox and Optimus presented.

"It… gives me no pleasure, Primal." It was as close as Dinobot would probably come to admitting that he had any sort of sentimental attachment to his lost teammates.

"What do we do now?" Rhinox asked after a moment. They needed time to mourn their friends, but there was still the threat of the aliens to deal with. With an effort, Optimus drew himself erect and regarded his two remaining crew members.

"We redouble our efforts to find Tigatron and Airazor. Then we—" Before Optimus could finish, one of the consoles near Rhinox erupted into piercing sirens. The large Maximal whipped around with a speed that would have turned Cheetor green with envy and let his fingers fly over various keys and controls. "What—"

"It's Sentinel," Rhinox interrupted, his eyes going wide with alarm, "someone just took out the exterior defenses. Shields, auto-guns, sensors, they're all gone!" Optimus and Dinobot shot to their feet, rushing over to crowd behind Rhinox.

"Who is it? The Predacons or the aliens?" Rhinox grit his teeth in frustration and shook his head.

"Can't tell! Everything's failing. Internal defenses are still online, but if they get inside…" Rhinox didn't have to finish the sentence. Sentinel's internal defenses would hold off invaders for a while, but if it was the aliens there was no telling for how long. In a split second, Optimus made a decision.

"Dinobot! You and I will try to force them back. Rhinox, you lock down the computer... triple encryption! Then come and help us. If it's a fight they want, we'll give it to them."

* * *

The evacuation alarm had ceased several marks ago, but Tyl raced towards the main cavern nonetheless. Aaylor never held a drill without informing her first and even if he had forgotten to mention it to her, with the Maximals hiding out, it was a fair bet he wouldin't be bothering with such a large scale operation anyway. The tunnels were growing more crowded as rebels and refugees scrambled for their positions, "shouting" questions at each other. For once, Tyl was glad she was smaller and slighter than many of her people.

"_Pardon me! Excuse me… sorry. Coming through!__"_ She darted in between jostling bodies, trying not to trip anyone or be tripped herself. Unsurprisingly, several people recognized her and called out to her as she raced past, demanding to know what was going on. _"__I'm sorry everyone, I don't have any idea what Aaylor's doing. Report to your posts and wait for further instructions!__"_ she barked, not caring if anyone heard her or not. At last she pushed herself free of the tangle of bodies in the tunnels and out into the swiftly filling main cavern. She glanced around for Korin and Aaylor, rolling her eyes heavenward as she realized she was too short to see anything of use.

"_Aaylor's over by the comm station with Korin and the newcomers,__"_ one of the many refugees supplied helpfully, pointing towards the area. Tyl smiled her thanks and was off like a shot. Korin was obviously waiting for her to show up as his face melted into an expression of intense relief as he spotted her running towards them.

"_What's this all about?__"_ she asked as soon as she was within range. She skidded to a halt in front of her friend, acknowledging to two Maximals with a terse nod.

"Tarin missed his rendezvous; we're pretty sure the Elites got him," Korin said simply, speaking out loud for the Maximals' benefit. Tyl closed her eyes briefly, sending up a silent prayer for their young scout's spirit. She knew better than to hope he was all right.

"What are we going to do?" she whispered.

"The only thing we can do: evacuate to the beta site. I want the refugees moving immediately. Send the Alpha squadron ahead to escort and coordinate at the site. You and Korin stay here with the rest of the soldiers in case the Elites try something. I'm sure we have time, but better safe than sorry," Aaylor ordered crisply.

"I agree. How long do you think we have?"

"They probably won't be here before sunup; we ought to have time to move everything."

"Is there anything we can do to help? And where's Cheetor?" Silverbolt asked.

"_Yes, where is he? Is he, um, all right?__"_

"_I don't know Korin. He was calmer when I left, but it's bad. Really bad.__"_ Out loud, she addressed Rattrap and Silverbolt. "As a matter of fact, you could help me escort the noncombatants to the beta site. I left Cheetor in the med-bay... we should probably go get him and explain what's going on." She looked over at Aaylor, who indicated his approval with a quick wave of his hand.

"Well, then let's—"

"_**Tyl! Aaylor! They're here! The Elites are here!**__**"**_ Later Tyl would remember absolute shock coursing through her as Cheetor's mind-voice tore through the cavern. As it was, she clapped her hands to her head as the sheer raw power of it sent her crashing to her knees. Dimly, she was aware of Aaylor and Korin doubling over, and even Rattrap and Silverbolt screamed, covering their ears in a futile attempt to block out the "sound." All around her, people were writhing in agony and shock; some were on the floor like herself. All of them. They had _all_ heard him. Impossible! Cheetor was ForeSight Gifted… this was impossible!

"_Dear gods… they're here_!_"_ Aaylor gasped.

"_How can that be?__"_ Korin protested feebly. Rattrap and Silverbolt were staggering to their feet, looking around wildly for their comrade. Surely he was somewhere around here… surely they hadn't just heard the warning in their _minds_.

"_I don't know! But are you going to argue with… with _that?_ Everyone! Battle stations! We've got company.__"_

* * *

Boundaries. Confinement. Free for so long, feels strange to have them now.

_Where am I__?_

Ancient shell… knew how to work it once, don't now.

_What's happening_? Darkness all around, pressing close. Hard rock, gritty earth. _No! No, I left this long ago!_ Darkness.

_My eyes! How do I work my eyes_? Boundaries. Confinement. Darkness.

_No! No! I don't want this!_ Something in the back of the mind. Niggling, teasing. Something important. Some_one_ important.

_Cheetor! Dear gods, he needs me now!_

Moving.

Seeing.

_Yes. Yes!_

_Rising_.

With a strangled gasp, the Guardian broke through the crust of earth imprisoning It. It stumbled forth on limbs that had not moved for millennia, blinked open eyes that had not seen for centuries, spit dirt out of a mouth that had not spoken for countless ages. All around It, It felt Its children, their curiosity as they sensed the change in their caretaker. Gods, how could It leave them? How could It leave the place It had given up so much to become a part of? It didn't want to go. But the same compassion and love that had once prompted It to abandon Its corporeal body and become a part of this planet's essence now refused to let It abandon one It had come to love as one of Its own children. Cheetor needed It and so It would go. Its heart already aching, It closed Its eyes and set about withdrawing the last of Its presence from the planet's lifeforce and into Its body. Its children drew strength from It, but they had almost paid the ultimate price the last time Its life was threatened. There was a very good chance that It would not be coming back from this mission and if that was the case, It refused to take Its children down with It. Closing Itself off from the planet hurt more than anything else It had ever experienced, but if it kept Its children safe…

"_Ah my little ones, forgive me. I will return to you if I can, hopefully with our lost brother.__"_ With that, It turned towards the mountains and began walking.

A film of mud and grime still encased It, gumming up Its joints and obscuring Its vision. The stuff began to slough off as it traveled, and for the first time in thousands of years, It had a clear view of Its body. It shuddered slightly. Somehow, the sight made what It was about to do more real. It had passed the point of no return. It was going back to what It had long ago vowed never again to be a part of. The Guardian picked up Its pace as the movement became easier, wiping the last of the grime from Its eyes.

With one wickedly taloned hand.

The mud flaked off mottled grey-green skin, shot through with thick veins of purple.

And scarlet eyes glowed in the gathering darkness.

First Rank Commander Taver, late of the Elite Force of the Tenari military, was going home.


	13. Part XIII

**Part XIII**

Optimus flattened himself against the wall of the Axalon, tucking his pistol close to his body. He squinted down the hallway, silently cursing the subdued emergency lights that now cast so many new shadows in the ship. At least Rhinox had cut the alarms. Satisfying himself that the hallway was empty, he waved Dinobot forward, covering the ex-Predacon as he slipped to the next juncture and repeated the procedure. Rhinox hadn't been able to get the external sensors back up, so the best they could do was head towards the area the interference had come from and hope they could prevent their "guests" from getting into the Axalon itself. For once, he found himself hoping that it was the Preds they were dealing with. He didn't think they could handle their "landlords" right now. Dinobot's sudden hiss of in-drawn breath catapulted Optimus out of his musings and he gripped the butt of his gun a bit more tightly. Dinobot waved Optimus forward and stabbed the tip of his sword at a spot on the wall as the Maximal commander joined him. Faint scraping and the low hum of a laser cutter could be heard, even through the thick metal of the Axalon's hull.

"They are here," Dinobot said simply. He curled his lip in a grimace of disgust, revealing the gleam of wickedly sharp teeth then returned his full attention to Optimus. "We should attack them before they can get through."

"And how do you suggest we do that? Auto guns are off-line!" In answer, Dinobot's eyes flared green. _Why me?_ "Sorry I asked. On three?" Dinobot nodded shortly.

"One."

The whine of the laser grew a little louder.

"Two."

The metal of the hull began to dimple inwards.

"Three."

All Hell broke loose.

* * *

At first, all Cheetor felt was giddy relief. He had done it… he had _felt_ it that time. Tyl and Aaylor would hear him; they'd be able to rally their troops. They had a chance now, there wouldn't be a wholesale slaughter of innocents. Now, if he could just get to the main chamber and help his friends! The horrible bloodbath may have been averted for now, but the battle was far from over…Garlach was still in the tunnels and he still had the advantage of numbers. Cheetor leapt to his feet and tried to orient himself to his goal, struggling to remember exactly which tunnels Tyl had said led to the main cavern.

Then the pain hit.

When something is introduced that the mind cannot handle, it automatically tries to shield itself from the trauma. Catatonia, amnesia, coma, autism; all may simply be defenses against a force too great for the mind to handle. Cheetor would later learn that as a Seer, his own mind had taken natural defenses a step further. A Seer would be bombarded daily with stimulus his or her mind would not ordinarily have to encompass. Therefore all Seers had heavy natural shielding, protecting their fragile psyches from the harsh intrusions, dulling their "extra" sense until such time as they had completed their training, when their shields would dissolve naturally, or their mentor would gently break them down, allowing a Seer to attain his or her full talent.

Cheetor had never had a mentor.

The Guardian's first contacts, so many months ago, had opened the first cracks in a mental armor that had since the beginning of time been meant to stand between a Seer and utter insanity. The cracks had spread, allowing his newborn senses to awaken untended and unguided. With that desperate mental shout, that conscious effort to back it with the full amount of whatever strange power he had been given, the cracks had become fissures.

And the shields shattered.

The pain hit.

Channels already raw and sensitive from mere trickles of use were suddenly flooded. Cheetor screamed, clutching at his head, and crashed to the stone floor, writhing in agony. It felt as though liquid fire had been poured into his veins; he was enveloped in horrible heat. Emotions, thoughts, and images not of his own making pounded ruthlessly into his head, keeping time with the jackhammer-fast pounding of his fluid pump. The Guardian's first contact with him had been painful, frightening. A single being's thoughts and emotions had made him want to pass out simply to escape the pain.

This made him want to die.

_Fear! Anger! Hatred! Desperation!_

_Make it stop, oh Primus _please_ make it stop!_

"_Wretched tedras! We'll show them!__"_

"_Oh please, please, let him be all right…don't take my husband away too.__"_

"_Gods preserve us!__"_

"_Worthless scum. The Overlord will reward me for this.__"_

"_What I wouldn't give for a stinkin' Pred attack right now. What's happenin'?__"_

_Make it stop! Someone make it stop!_

_Fire and shadows, something in the shadows. Cities, lying in ruin…forests burnt to the ground. Shadows descending over all. A sea of fiery red eyes, marching ruthlessly forward, crushing their enemies under sheer weight of numbers. Darkness, spreading, never ending. Don't let them win! Fire and shadows, something in the shadows. Darkness reaching for him, encompassing him. Eyes of red fire, burning with hatred. A suffocating evil reaching outward…_

_I can't… oh please, I can't take this. It hurts! Please, it hurts, make it stop!_

_Helplessness! Bloodlust! Anger! Fear… fear… fearfearfearfear!_

_**Please!**_

_Control it._

_I can't! I don't know how!_

_You can and you must. They need you! Look inside yourself… you already know what to do._ That voice… he knew that voice. He had heard it by the Gate, hadn't he? As before he couldn't tell where it was coming from; it simply… was. He latched onto it, focusing his whole attention on it through the haze of torturous pain. _Yes, focus._ Some distant corner of his mind acknowledged that his screams had died off into soft whimpers. Not very dignified, but an improvement nonetheless. _Focus… block it all out._

_Yeah. Use the Force, Cheetor,_ he almost laughed. The slip in concentration threatened to cause the abating wave of intrusion to roar forth once again. "_Not mine, these aren't mine. Stop it! Stop shouting at me!"_

_Fear! Anger!_

"_Not mine. Not a part of me.__"_

_Hatred!_

"_I don't have to listen…I don't have to feel this.__"_

Silence.

Cheetor buried his face in his arms, spent.

_They are not a part of you and they cannot touch you if you do not wish it. But you cannot ignore them either._

"_Why the slag not?__"_

_You are a Seer, it's your lot in life. Your Gifts are a part of you, no matter what._

"_But I don't understand this! I don't want it! I didn't ask for it… any of it!__"_

_You have no choice. And you will understand in time… you already understand more than you know._

"_Get out! Get out of my head. I won't listen to this. I—__"_

_There is only one path before you now, but whether or not you walk it is up to you. And you are not the only one who must live with the consequences of your choice._

"_Who are you? Why is this happening to me?__"_

_You already know who I am. And you will understand 'why' in time. For the moment, however, your friends need you._

"Rattrap! Silverbolt!" Cheetor lurched to his feet and took off running down the corridor, shoving the disturbing conversation with his unseen watcher to the back of his mind. If the owner of the strange voice was of malicious intent, there was nothing he could do to stop him or her from hurting him. If the voice was just a product of his own mind, well, talking to himself wasn't hurting anyone yet. His friends needed him now, crazy or not. He'd sort it all out later.

* * *

Megatron, Valdin, and his troops closed in on the now helpless Axalon, clustering around the scout who was now using his Bleeder to melt through the thick metal hull of the ship. The metal glowed white-hot and started running in rivulets to the ground, sending small clouds of steam into the air. At last, after so long, the defeat of the Maximals was within Megatron's grasp. Two more soldiers brought their weapons to bear on the rapidly buckling hull, and the rivulets of melted metal became a steady stream. They were almost there, almost through.

The hull exploded outwards.

Megatron bellowed as a half melted chunk of the hull hit him in the chest and threw himself to the ground as a hail of green laserfire surged out of the newly created hole. It was quickly followed with a barrage of pulse blasts. Apparently, the Maximals had decided to take the battle to _them_. Valdin's troops recoiled, hunching down to make smaller targets of them, but almost immediately began to return fire. The hole widened as both friendly and enemy fire arced through it.

"Advance! Shields first!" Valdin screamed above the roar of weapons fire. Five soldiers leapt in front of the assault party. For a second, the air seemed to shimmer in front of them… then the Maximals' fire began bouncing off of them. "Phase shielding," Valdin whispered to Megatron, "rather a good trick don't you think?"

"Very. Yes."

* * *

The Guardian crouched down behind a pile of rock, staring down into the encampment surrounding the Gate. As far as It…he could tell, there were anywhere from fifteen to twenty troops in the camp, as well as several of the Predacons he had come to so despise. He had arrived just as a contingent of Tenari soldiers had left, the leader of the Predacons among them, and he worried that the remaining Maximal forces would soon have their hands full. He couldn't think about that now, though. Right now, he had to figure out how in the name of the gods he was going to get down to the Gate without getting his head blown off. Once, he would have had a plan and two backups sketched out in his mind within minutes, but it had been so long. So long since he had needed his warrior skills.

So long since he had called himself by his name.

"_Taver. I must be Taver now, pride of the Tenari military.__"_ An all-too-familiar bitterness flooded him and for a moment he was tempted to simply forget the whole thing. But no, Cheetor needed him. Cheetor, whom he had quite unintentionally "adopted" and loved as son. And there was nothing he would not do for his children.. "_Quit whining you old _tedra_!_" He took a deep breath and furiously brushed the remaining mud from his frame. Long ago, he had learned that the best plans are often the simplest. So he did the simple thing.

Taver stood up and walked down into the camp.

* * *

A wave of frightened murmurs, both vocalized and not, washed through the main cavern. The refugees clumped together in one terrified mass, some of them still rubbing at their temples or shaking their heads. Many of their soldiers were still in shock, but someone had the presence of mind to race over to a bank of weapons storage lockers and begin handing out their precious store Bleeders and other, smaller arms. When it became obvious that the frightened band of refugees was preventing the combat ready from reaching the weapons, someone began tossing them into the crowd seemingly at random. Tyl deftly plucked a Bleeder out of the air and handed it to Korin before securing one for herself. Korin grimaced as he charged the weapon, flipping the safeties off with one shaking hand. Tyl felt a flash of sympathy for him. Korin had never been what one would call bold and he had only seen combat twice in his life. He much preferred to stay on the sidelines and help the wounded. He did know how to fire a weapon, however, and right now they needed as many fighters as they could get. The Elites would not be trying to take prisoners. Out of the corner of her eye, she saw Rattrap and Silverbolt making their way towards the largest knot of soldiers, expressions of bewilderment on their faces, but obviously ready to lend a hand. From what Cheetor had told her, they were no strangers to battle. Cheetor… If he had met up with the Elites, he might have been captured. Oh, why had she left him alone in the med bay?

"_Don't even start, Tyl. It's not your fault.__"_ Tyl blinked as Korin addressed her unspoken self-recriminations.

"_And since when are you MindSight Gifted, hmmm?__"_

"_Don't have to be. I know you.__"_ Korin nervously checked the sight on his Bleeder again, the shaking of his hands more pronounced. _"__Oh gods, any chance I can just cheer you on? I think we could do with some moral supporters.__"_

"_You'll be fine, my friend. Just stick with me.__"_

"_Keep those civilians moving! Everyone use the secondary tunnels, attack formation delta!__"_ Aaylor's "voice" carried clearly over the confusion and out of habit everyone jumped to obey his orders. The refugees began moving towards the smaller, secondary exits that would hopefully lead them to safety, the soldiers forming a loose circle around them. It was a fairly good tactic, considering it had been thought up not ten seconds beforehand, but not even the most intricate plan could have helped them right then.

At least a hundred of Garlach's troops suddenly boiled out of the main tunnels, descending on the rebel band like a swarm of locusts.

"_Te'quiath! We're all gonna die!__"_

"_Shut up, Korin! Just shoot!__"_

*

Never in his life had Cheetor felt so slow. The moss-covered walls of the tunnel were little more than a shadowy-gold blur, his feet barely left the floor before hitting it again and his breath was coming in harsh gasps. For all that, however, he felt as though he were trying to run through molasses. In January. On Pluto. Every moment he expected to run straight into the arms of another Elite; the tunnels had to be crawling with them. He didn't dare favor stealth over speed, however. Garlach would not be taking prisoners when he attacked and Cheetor knew that Aaylor would need every single available fighter.

The sounds that greeted him as he rounded the last bend before the main cavern told him Aaylor _desperately_ needed every single available fighter. All right then. Aaylor and his group had helped them, it was time to return the favor. Before he could let himself fully process the astronomical odds against them, Cheetor charged into the main cavern. Chaos reigned. The immense cavern was packed with writhing bodies and the horrible song of battle was echoing in a deafening symphony. Screams and half-feral grunts and snarls mixed with the ear-splitting whine of Bleeder fire. Silverbolt was aloft, raining missiles down on a large group of Tenari knotted near the East entrance and Cheetor thought he could make out Rattrap near the center of the cavern. He crouched low to the ground and raced towards the center of the cavern, heading for the huge group of unarmed Tenari milling there. Given the fact that Rattrap was risking life and limb to defend them, it was a safe bet that they were some of the "good guys."

*

Tyl hastily ducked and somersaulted forward, narrowly avoiding an arc of Bleeder fire. She came up in a crouch and pulled the trigger of her own weapon, leaving a smoking hole in her assailant's chest. He spasmed once and fell to the ground amid a shower of blue-white sparks.

"_Nice shot, Tyl! Now… help!__"_ Tyl whirled to see Korin struggling to keep two hulking Elites at bay. They were in too close for him to get off a shot without running the risk of taking himself out in the process. With a guttural growl she barely recognized as her own, Tyl took a flying leap at one of her friend's attackers, knocking him away from Korin. Out of the corner of her eye, she saw Korin spin around and slam the butt of his Bleeder into the other's face, toppling him. Satisfied that he was safe, she jammed her own gun into the prone Elite's gut and pulled the trigger.

Then screamed as the shot bounced back at her, grazing the side of her face as it arced over her head.

"_Phase shielding! They've got phase shielding!__"_ The panicked thought skipped through her head even as her opponent rolled to his knees and lunged forward, tackling her around the legs. She hit the ground painfully, barely registering Korin's fear-filled "shout" from somewhere off to her left. The Elite raised his fist, preparing to bring it down in a punch that would likely crush her face, and Tyl frantically brought her arms up, knowing that it was a useless gesture. He was too much stronger than she was. Even above the sounds of battle, she heard the faint whistling of air as his fist hurtled downwards and she braced herself for the explosion of pain that would precede her into oblivion.

It never came.

"Leave her **alone**!" The words were half-shouted, half-snarled as an aqua and gold blur slammed into her attacker. The two rolled off of her in a tangle of limbs and she scrambled to her feet, snatching her Bleeder up from the ground where it had fallen in the struggle. Korin skidded to a halt by her side and gripped her shoulder briefly before turning his attention to her savior. Cheetor landed a vicious kick to the Elite's midriff and lurched to his feet, bringing his hands together and firing in one smooth motion. The emerald light of his laser hit the Elite squarely in the chest, but dissipated almost instantly, rippling along the Elite's frame in an all-too-familiar manner.

"Slag. Forgot about that," he muttered darkly.

"_Hit him together! Now!__"_ Korin ordered, bringing his own weapon to bear on the spot Cheetor had just hit. Tyl and Cheetor followed his example and all three fired at once. The shield held up for a few brief moments, but the onslaught of three weapons was too much. With an eerie scream that was as much mental as physical, the Elite shuddered and died, wisps of smoke rising from his still body.

"What _is_ that thing?" Cheetor demanded.

"_Phase shielding. A personal force field. Fortunately, it's relatively new technology… not a whole lot of the Overlord's troops have it.__"_ Korin replied tiredly.

"Yay. Tyl, you okay?"

"_I'm fine Cheetor, thanks to you. Gods, we have to get to Aaylor! This is getting us nowhere!__"_ Glancing around, Cheetor saw that she was right. He never claimed to be a strategist, but he had been in enough battles to see that Aaylor's rebels were being routed. He, Tyl, and Korin were on the very edge of the fighting. Towards the center of the cavern, it was an all out war for survival. The refugees were in an utter panic, scrambling for safety that simply wasn't anywhere to be found. A few brave souls had snatched up weapons and joined Aaylor's soldiers in the fray, but most were running about like the proverbial chickens with their heads cut off. The rebels were badly outnumbered and only the extremely close quarters were keeping Garlach's troops from simply razing them down. Smoke hung thick in the air, lit from below by the constant glow of energy weapons firing. So much pain and fear…emotions swirled through the cavern at a fever pitch, threatening with each passing second to drag Cheetor into their madness; a psychic undertow he knew he could not afford to be caught up in.

"_Not mine. Not a part of me,__"_ he whispered to himself. He didn't have to feel these things… they did not exist if he didn't want them too. And amazingly, the pull stopped. It was as if a wall had sprung up between him and the din. He shook his head to clear it and abruptly realized that Tyl was speaking to him.

"_Cheetor, please…I know it won't be easy, but you have to find us a way out!__"_

"Huh?"

"_We have to get to the tunnels! Ca-can you tell which ones are empty?__"_

"Can I _what_?_"_ No. Nonononononono. He was _not_ involving himself in that mojo again. It had _hurt_. It had hurt so much the last time he had…

"_Cheetor…we can't hold out forever.__"_

It hurt… but he had done it. He had called Tyl and Aaylor.

"_We're going to die down here! The children, the families, we'll all die.__"_

_Why do you deny what you are?_

A scream of sheer agony rose up from the worst of the fighting.

_You are not the only one that must live with the consequences of your choice._

"I'll try."

_You are a Seer. It is your lot in life._


End file.
